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C-20-119 Haven XIII Redacted
Applicant (Entity) Information Application Type Proposed Location Commercial Cannabis Business Permit Application C-20-119 Submitted On: Dec 04, 2020 Applicant Joe Velazquez licensing@myhavenstores.com Applicant (Entity) Name: Haven XIII LLC DBA: -- Physical Address: 5689 East Kings Canyon Road City: Fresno State: California Zip Code: 93727 Primary Contact Same as Above? No Primary Contact Name: Michael Simonian Primary Contact Title: CEO Primary Contact Address: 18012 Cowan Suite 204 Primary Contact City: Irvine Primary Contact State: California Primary Contact Zip Code: 92614 Primary Contact Phone: Primary Contact Email: licensing@myhavenstores.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: Sunnyside Investments Inc Proposed Location Address: 5689 E Kings Canyon Road City: Fresno State: California Zip Code:Property Owner Phone: Supporting Information Application Certification 93727 Property Owner Email: Tim@bakmanwater.com Assessor's Parcel Number (APN): 313-24-065 Proposed Location Square Footage: 3600 List all fictitious business names the applicant is operating under including the address where each business is located: N/A 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: Retail Storefronts: County of Riverside; City of Porterville; City of Oxnard; County of Santa Barbara; 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 CEO 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. 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 co mmercial 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 bus iness permit appl ication 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 it s officers, officials, employees, agents and volunteers from any a nd a ll 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 C ity , Applicant or any other person, a nd 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 obligat ions 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 ins urance at coverage limits and with conditions t hereon determined necessary and appropriate from time to t ime by the City Manager. Applicant shall co nduct 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 assumed 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 i ndependent of and separate from the duty to i ndemnify and such duty to defend exists regardless of any ultimate liab ility of Applicant. T he 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 approva l 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_3 __ day of December 2020. \ Applicant Signature City Employee S ignature Brittany Shiralian / Haven XI 11 LLC Print Name a nd Com pany Name Print Name 5689 E Kings Canyon Rd, Fresno, CA 93727 Address Title (559) 681-4449 Tele phone Number Telepho ne Number Cannabis Adult-use Retail 5689 E Kings Canyon Road Fresno, California HAVEN SECTION 1 BUSINESS PLAN 5689 E Kings Canyon Road Fresno, California HAVEN 1-1 1.1 OWNER QUALIFICATIONS EXECUTIVE SUMMARY Haven is a safe space, a sanctuary where all can feel comfortable and content to be their truest self. All Haven stores offer a place to explore, discover and learn about all things cannabis. Our identity was developed from three underlying principles: Legitimacy, Quality and Openness. All Haven locations are legitimate; they are operated by true professionals, who are industry experts with proven experience in the cannabis industry, in licensed state-of-the-art facilities that are both tasteful and upscale. Haven focuses on curating quality products from responsible, ethical manufacturers and brands known specifically for safety, high standards and effectiveness. We value openness and understand that every cannabis users’ experience is unique to their own interests and needs. Whether seeking cannabis for health, wellness, or simply to have fun, Haven’s focus on providing guests with ample educational opportunities and frequently updated educational materials ensures that each guest is armed with the knowledge necessary to make an informed decision on product selection. Providing a relaxed and open atmosphere enables guests to feel comfortable in asking questions and seeking advice from Haven’s experienced staff. MISSION & GOALS Our Mission Haven’s mission ‘to provide the most enjoyable cannabis buying experience, made through moments of authenticity, wellness and exploration’, is achieved at each of Haven’s locations. Haven strives to be regarded as a resource for holistic health, employment and career opportunities, and community activism. The following key objectives are our pathway to achieving our mission and operating a legally compliant cannabis business in the City: »Obtain all required permits and approvals from the City and State to open a cannabis retail facility; »Remain in compliance with all state and local laws and actively participate in regulatory development; »Execute a well-planned construction and build-out plan allowing for operations to begin without delay; »Formulate a realistic estimated budget to ensure sufficient funding and sustainable operations; »Become the premier and preferred cannabis retail location for local residents and businesses; »Utilize business-to-business partnerships that strengthen community development; »Provide cannabis education to the community and facilitate a dialogue about concerns, potential safety issues and progress in the field; »Provide a safe space for patients and guests to access cannabis, thereby promoting healthy living and a community network. »Stimulate the local economy by providing a fun, modern and relaxing retail shopping experience; and »Earn a reputation for having the most knowledgeable, friendly, and accessible budtenders who thoroughly guide guests through the product selection. EXPERIENCE HIGHLIGHTS »15 collective years of cannabis retail and cultivation business operations experience. »In the State of California: 6 legally operating storefront retail cannabis businesses; 4 storefront retail cannabis businesses scheduled to open in 2020-2021. »All retail operations are 100% citation free and compliant. »Successfully led multiple medical only stores through adult-use transitions. »Implemented leading-edge employee training program utilizing product vendors as additional sources of educational programming. HAVEN 1-2 »Successfully led outreach programs including food drives, homeless outreach, beach cleanup days, local park beautification days, and toy drives. Regular donors to area nonprofits. MEET THE TEAM Our Haven location in the City of Fresno (“the City”) will be 51% owned by local resident Brittany Shiralian, and 49% owned by Michael Simonian. Brittany Shiralian, a 25 year resident of Fresno is the local owner of Haven XIII LLC. Brittany became acquainted with Michael, a founder of Haven, through her father, also a friend of Michael’s. Maintaining a lifelong friendship with the Shiralian’s and respecting their ability to own and operate businesses in the fuel industry, a highly regulated market, it felt only natural to work together on bringing Haven to Brittany’s hometown of Fresno. Haven will be operated by owner Michael Simonian and assisted by non-owner Mark Simonian, both extremely experienced cannabis industry pioneers and executives with more than 15 collective years of cannabis retail and cultivation business operations experience. Haven, a premiere boutique retail cannabis company, was founded by the Simonians. Together, and individually, each has amassed a sizable portfolio of licensed cannabis businesses. There have been no enforcement actions taken against any of the cannabis related businesses currently owned or operated by this team of experts. In today’s market, many cannabis companies across the state are known to obtain cannabis licenses and either sell them immediately, or outsource the operations to a “management company.” The Haven brand sets itself apart in that each Haven location incorporates its owners in the day to day operations of the company, and does not shift the operations to an outside management company. Michael and Mark believe that the best run retail cannabis businesses are those where the owners play an active role in the day-to-day operations of the business. Across all Haven locations, there has not been a single enforcement action taken. Brittany Shiralian, Local Owner Brittany Shiralian is a 25 year resident of the City of Fresno and a graduate of Bullard High School. Following her graduation from Bullard, Brittany went on to earn an AA from Fresno City College and a BS degree in Business Management from Concordia University. Upon graduating from Concordia, She returned to Fresno from Irvine where she began a career as an entrepreneur. Today, Brittany is employed in operations and development for The Biofuel Agency, Inc., and is the co-owner of D&L Floral. Brittany has extensive experience operating businesses, managing staff, recruiting talent, as well as overseeing the day to day operations of a business. As the local owner, Brittany will play an important role in the success of Haven’s retail store in Fresno. Prior to opening, Brittany will spend considerable time with owner Michael Simonian and operator Mark Simonian learning about the Haven method of operating and overseeing the operations of one of Haven’s currently operating stores. Brittany will also take part in the recruitment of employees, taking careful consideration of Haven’s commitment to hiring individuals most in need and qualifying under Fresno’s Social Policy. As a current business owner and a female, Brittany understands the importance of providing meaningful careers to her fellow community members. Brittany is an avid philanthropist and has spent time volunteering with Poverello House, Ronald McDonald Foundation, and the California Opera Association Program. She contributes monthly to the Animal Hope Foundation and Wounded Warrior Project. She has also contributed to Fresno Police Chaplaincy, Central California Animal Disaster Team, K9 (FPC), and Pet Matchmaker Rescue. Brittany is excited about the opportunity to team up with Haven, a cannabis brand she has followed for the past several years. As a business owner and an experienced operator in a regulated industry (fuel), Brittany understands the intricacies of operating a cannabis business and appreciates the focus Haven has placed on legal and regulatory compliance in operating 1-3 their many other locations. Michael Simonian, Owner and CEO In 2014, Haven founder Michael Simonian entered the licensed cannabis industry, teaming up with a separate group of partners to create the cannabis company ShowGrow. ShowGrow was an Orange County based cannabis company with a focus on retail. Under Michael’s leadership, between 2015-2018, ShowGrow launched several cannabis dispensaries. In 2018, the partners of ShowGrow decided to pursue individual interests and the company restructured, dividing its assets among the partners. Michael retained multiple licenses, and with the assistance of Mark rebranded the company as Haven. Michael is a passionate advocate for the health and wellness benefits of cannabis and has made employee, customer and patient education cornerstones of the Haven business philosophy. As is evidenced below, Michael has played an integral role in each cannabis business that he has launched. From designing, building, staffing, operating, implementing community integration, and enforcing legal compliance, Michael has experienced all that cannabis retail operations include. He is a true cannabis retail expert. Michael serves as the Chief Executive Officer of Haven. Mark Simonian, COO Mark Simonian, a senior level business executive, holds both a Bachelor’s and Master’s Degree in Electrical Engineering from UC Davis. In 2016, Mark joined ShowGrow on a contract basis and then in early 2017, after spending seven years employed by Intel Corporation, Mark joined ShowGrow as the Chief Technology Officer. In this role, Mark was integral in transitioning ShowGrow from a medical-use cannabis company to an adult-use recreational company upon the passing of the Adult Use of Marijuana Act (Proposition 64). Mark has successfully improved business outcomes and customer experiences through a focus on efficiency, effectiveness and innovation. Mark was key in implementing the use of data analytics in the day-to-day business operations of ShowGrow assets, which greatly increased efficiency. Under his leadership and guidance, and by implementing cutting-edge standard operating procedures (“SOPs”), ShowGrow increased annual revenues from $13 million to $21 million. After the restructuring of ShowGrow, Mark assumed the role of Chief Operating Officer of all Haven locations and will continue that role in Fresno with Haven. Mark now oversees operations, legal compliance, application drafting and licensing, staffing and implementation of policies and procedures. Please see the sections to follow for a thorough explanation of this team’s cannabis business operations experience. 1-7 Operational Licensed Retail Storefront Cannabis Businesses Haven was founded as a means to connect cannabis enthusiasts with a friendly and stress-free consumer experience. Haven locations all share a common theme and underlying principle of providing top notch educational training to both employees and consumers to ensure the safe use of cannabis products. Michael and Mark Simonian currently own and operate the following retail businesses: Future Licensed Retail Storefront Cannabis Businesses Due to Haven’s success in the market, exceptional leadership team, and unique approach to cannabis retail sales, Haven has been awarded multiple licenses throughout the State of California both through and outside of the merit based process. Aside from those listed above, Haven intends to launch several more retail dispensaries in 2020 and 2021. The following is a list of future Haven locations all in different phases of the startup and licensing process. City of Maywood Haven | Maywood Adult / Medical Cannabis Retail Store 3951 E. Slauson Ave. Maywood, CA 90270 Opened November 2018 City of Long Beach Haven | Lakewood Adult / Medical Cannabis Retail Store 4855 N. Bellflower Blvd. Long Beach, CA 90808 Opening Q4 2020 Haven | Paramount Adult / Medical Cannabis Retail Store 2801 E. Artesia Blvd. Long Beach, CA 90805 Opened January 2020 Haven | Belmont Adult / Medical Cannabis Retail Store 404 Redondo Ave. Long Beach, CA 90814 Opened September 2020 City of Long Beach Haven | Los Alamitos Adult / Medical Cannabis Retail Store 3401 Norwalk Blvd. Long Beach, CA 90808 Opened December 2019 County of Riverside Haven | Corona Adult / Medical Cannabis Retail Store 2000 Frontage Road. Corona, CA 92882 Opening 2021 Haven | Downtown Long Beach Adult / Medical Cannabis Retail Store 1248 Long Beach Blvd. Long Beach, CA 90813 Opened February 2020 City of San Bernardino Haven | San Bernardino Adult / Medical Cannabis Retail Store 164 W. Redlands Blvd. San Bernardino, CA 92408 Opened November 2020 Haven | Temecula Adult / Medical Cannabis Retail Store 30195 Auld Road. Murrieta, CA 92563 Opening 2021 City of Porterville Haven | Porterville Adult / Medical Cannabis Retail Store 1 West Morton Ave. Porterville, CA 93257 Opening 2021 1-8 RETAIL CANNABIS BUSINESS OPERATIONS EXPERIENCE AHPS Collective/ShowGrow 2014 In January of 2014, Michael began his licensed cannabis career when he joined the management team of AHPS Collective in Los Angeles. Possessing natural leadership abilities, Michael was immediately cast into the role of Director of Operations. His responsibilities were plentiful, as he developed AHPS Collective from the ground up. Upon the formation of ShowGrow, AHPS Collective was eventually rebranded. Upon the restructuring of ShowGrow, Michael did not retain ownership in this project. Design & Build-Out (Los Angeles) AHPS Collective occupied a 15,000 square foot facility that housed both retail and cultivation. Michael was responsible for the design and construction of the facility, while ensuring compliance with all regulations and laws under Proposition 215, as well as the ever-changing Los Angeles ordinance regulating pre-ICO (pre- Interim Control Ordinance) dispensaries. From the inception of this project, Michael was faced with obstacles. The building required a massive power upgrade in order to support the needs of the business. To accomplish the upgrade, Michael forged meaningful relationships with the City’s Department of Planning and Department of Water and Power, maintaining constant and close communication in order to successfully complete the project. Due to zoning restrictions, the geographical location of the dispensary was centered in an area of town yielding a high percentage of homeless persons. Michael did not allow the location of the dispensary to deter him from his goal of operating successfully. Instead, he focused his energy on designing a neighborhood compatibility plan that addressed enhanced safety and security measures to meet the demand of the area. In a short amount of time, the area began to change for the better. The clean-up of the surrounding community is an aspect of ShowGrow LA of which Michael is most proud. Operations As the Director of Operations, Michael wore many hats. Most notably, Michael developed protocol and oversaw implementation of protocol related to employee training, inventory control, cash management, and safety and security, to name a few. Michael was responsible for implementing and monitoring the regulatory compliance of the business, including conducting audits of the SOPs on a regular basis, as well as providing ongoing employee training. Introduction of Data Analytics In 2016, utilizing his engineering background and practical experience at Intel, Mark transformed the cultivation side of this business. Through introducing, teaching and developing a system for incorporation of data analytics, Mark was essential in streamlining the cultivation process. As a result, the business evolved from a non- technical, non-data driven operational platform, to one that incorporated analytical methodologies beneficial in day-to-day operations. ShowGrow 2015 After having success launching AHPS Collective, in December of 2015 Michael, now a member of newly formed ShowGrow, launched ShowGrow Santa Ana. At the dissolution of ShowGrow, Michael retained the rights to the Santa Ana business. Due to the enormous success of ShowGrow Santa Ana, in 2019, the business was sold to MJIC, a Canadian cannabis company. Design & Build-Out Just as Michael led the design and build- out of AHPS Collective, he again took on this responsibility for ShowGrow Santa Ana. Michael carefully navigated the local guidelines and zoning and planning regulations. Aware that a business thrives when supported by the City and City staff, Michael made it a point to include and keep apprised members of the local government in the progress of this project. Early Financial Success Where many businesses take upward of one year to become profitable, through the leadership provided by Michael, ShowGrow Santa Ana turned a profit after only five months of retail operations. To accomplish this, Michael focused on creating a realistic but lean start- HAVEN 1-9 up budget, and only deviated from the carefully crafted budget when absolutely necessary. Strict monitoring of the build-out, start-up and operations aspects of the business, ensured that the dispensary achieved the financial goals projected. Honors and Recognition As ShowGrow Santa Ana became a hotspot for cannabis consumers, the regulatory landscape underwent a massive overhaul. With the passing of Proposition 64, recreational cannabis became available to the non-medical consumer. Michael led the charge on Proposition 64 compliance, and his efforts were rewarded when ShowGrow Santa Ana was named as Orange County’s Best Dispensary by OC Weekly Magazine two years in a row. Focusing still on patient care, but also identifying the needs and wants of the recreational consumer, Michael again successfully transitioned the business model and ShowGrow Santa Ana thrived. Organica Patient Group (Arizona) 2015 In 2015, Michael was presented with an opportunity to partner on a 10,000 square foot cultivation located in Prescott Valley and retail dispensary in Chino Valley, AZ. Upon joining the project, Michael took on the role of Project Integration Coordinator. In this role, he redesigned the cultivation and oversaw the entire build out. In addition, Michael utilized his success in cannabis retail to optimize the retail experience. ShowGrow Ramona 2016 Less than one year after launching the Arizona project, ShowGrow teamed up with an existing dispensary owner in Ramona, CA. At the time, the dispensary owner had completed only a partial build out, so the dispensary was not yet up and running. Michael assisted with the completion of the build out, utilizing the same skill and judgment as in prior projects. Utilizing the same business model as previously launched dispensaries, the Ramona location quickly became profitable. At the time of the dissolution, Michael relinquished ownership rights in the Ramona location. ShowGrow Las Vegas 2016 Looking to expand the ShowGrow brand, in 2016, Michael negotiated a joint venture with a retail license winner in Las Vegas and opened ShowGrow Las Vegas. Michael was responsible for designing the store, drafting the SOPs to comply with the regulations in Nevada and Clark County, and oversaw the complicated transition from medical to adult use. Medical to Recreational Transition In early 2018, regulations began to change across the country and many medicinal dispensaries transitioned from “medicinal only” to a combination of “medicinal and recreational.” With this transition came a whole new framework of regulatory requirements to obtain proper recreational licensing. Having navigated Proposition 215 and Proposition 64 in California, Michael possessed the requisite skills and understanding to assist in this transition. Implementing new policies and procedures, new employee training guidelines, new inventory tracking processes, and heightened security and safety measures, Michael successfully led the transition while maintaining full legal compliance. ShowGrow/Haven (Long Beach) 2018 In 2016, ShowGrow entered into multiple agreements with license holders in the City of Long Beach. Inexperienced operators were seeking assistance from those with experience. Michael, having been through the startup phase multiple times previously, saw this challenge and met it with maximum enthusiasm. In total, ShowGrow acquired 6 licenses. Upon acquisition, one retail location was immediately opened at 3411 E. Anaheim St, Long Beach, CA 90804 . It was branded ShowGrow Long Beach, and still remains branded as such today. Shortly thereafter, ShowGrow restructured. In the dissolution, Michael acquired five of the six Long Beach licenses. While initially slowed by the dissolution, Michael and Mark strategized and formulated a roll-out plan for each of the five licenses. Presently, four of five licenses are open for business (Los Alamitos, Downtown, Paramount, and Belmont). The last one, Lakewood, is scheduled to launch in Q4 this year. While these licenses were getting off the ground, Haven also acquired another license in the City of San Bernardino. Upon a successful launch of our Lakewood license, Haven will be actively operating seven retail locations. HAVEN 1-10 Honors and Recognition In 2018, Michael and the ShowGrow team achieved yet another honor. As a result of truly understanding the cannabis market, how to successfully operate a consumer-friendly dispensary, and having the ability to identify which products consumers favored, ShowGrow Long Beach was named Best Dispensary in the County by OC Weekly Magazine. Conquering Community Pushback After the dissolution, as Haven began to work toward launching the additional five licenses held in Long Beach, they were met with some opposition. Cannabis was quickly moving through the Long Beach community and there was quite a bit of resistance by community members. Understanding the need for community support, Michael and Mark quickly strategized ways to involve the community in the planning process. By including community members, their ideas and concerns, and having an open-door policy, the negative feelings quickly reversed. Haven now operates multiple stores in Long Beach, each successful and welcoming in nature. Industry Advancements Throughout his career Michael has remained laser-focused on the health and wellness benefits of cannabis and cannabis-related products. As part of this effort, he has implemented a leading-edge program in all Haven locations. All vendors distributing products to Haven locations are required to provide in-store training for employees in order to ensure that employees have the appropriate level of product knowledge when educating consumers. With the vast array of cannabis products available on the market, properly educating those selling the products to others, is imperative. As an additional step, Michael requires the vendors to provide education sessions for patients and customers, supplying valuable and first-hand information associated with their respective product lines and proper uses. Michael is a champion of proper product education and realizes that initiating this additional step in employee/customer educational training provides employees with an additional opportunity to receive education which benefits the cannabis industry as a whole. Mark has focused many hours of his time pioneering new trends and best practices in the industry through the development of standard operating platforms, retail security and digital technologies. Implementation of these developments has greatly improved the operations of Haven locations. Giving Back Giving back to the community is an important aspect of each Haven location and the company as a whole. As is shown in Section 7, Haven spends a great deal of time and resources giving back to the community where we operate. In 2020, Haven contributed to the community in the following ways: »International Day of Forests - donated and planted trees. »COVID-19 Community Relief Drive - donated 100 care packages. »Stand Together LBC - supported neighboring businesses through cross-promotion. »Harvey Milk Day Fundraiser - raised funds for LBGLCC. »N-95 Mask Frontline Fundraiser - donated 10k face masks. »Juneteenth Education & Fundraiser/ Community Cleanup. »Boomer Day Sale & Fundraiser - senior citizen discount day. »Women’s Equality Day Fundraiser - donated funds to ShesTheFirst.org »National Expungement Week Fundraiser - donated funds to Cage Free Cannabis. »Dee Andrews 100 Families Fundraiser - donated 100 care packages. »Cat Rescue Fundraiser and Adoption Fair - donated funds and held on-site pet adoption. »Roosevelt Headset Donation - donated $2000 to Roosevelt High School (Fresno) for distance learning headsets. Please see letter from Fresno Unified School District on next page. HAVEN 1-11 2309 Tulare Street Fresno, CA 93721-2287 www.fresnounified.org DONATION ACKNOWLEDGEMENT LETTER October 3, 2019 Federal Tax ID: 94-6002206 {/ /Donor_Name} {/ /Donor_Street_Address} {/ /City}, {/ /State} {/ /Zip_Code} Dear {/ /Donor_Name}, Please accept this letter as confirmation of Fresno Unified School District’s gratitude and acceptance of your gracious donation.On behalf of the Board of Education, I wish to express the District’s appreciation for your gift and for your interest in the needs of our District. You are making a difference in the lives of our children and our community. A staff member of the recipient department/program will contact you to coordinate receiving of your donation. Donated Item(s) Details: Item(s):{/dataset/ _Item_s_} Total Donation Value: Site/Program:{/dataset/Drop_down} Donor Check No. For questions regarding your donation,please contact the District’s Purchasing Department Office Supervisor at (559) 457-3588. Thank you for contributing and for making each day count for our students. Sincerely, Robert G. Nelson, Ed D. Superintendent, Fresno Unified School District cc:{/dataset/Recipient_School_Site_Department} Attachment: Board Policy for acceptance criteria BOARD OF EDUCATION Keshia Thomas, President Valerie F. Davis, Clerk Claudia Cazares Genoveva Islas Elizabeth Jonasson Rosas Carol Mills, J.D. Major Terry Slatic USMC (Retired) SUPERINTENDENT Robert G. Nelson,Ed.D.Preparing Career Ready Graduates Monetary_Donation Student Body Roosevelt High November 30, 2020 Dear My Haven Stores, My Haven Stores 18012 Cowen Suite 204 Irvine, CA 92614 0201010468 & ( Fresno Unified School District 1-12 MEET THE EXTENDED TEAM Johnnie Hernandez Johnnie Hernandez is an experienced, engaging speaker and mentor, and a proven Fortune 50 business executive with a broad range of leadership experience in retail operations, mergers and acquisitions, the cannabis industry and entrepreneurship. Over the course of his successful 35-year career, Johnnie has developed a simple but very powerful philosophy: The best way to deliver lasting business results is to put people first. Business Experience Johnnie honed his operational and talent management skills at Best Buy, developing a reputation as a leader who delivered exceptional business results by consistently driving the highest team engagement scores for the $40 billion, Fortune 50 powerhouse. For more than 28 years, he built a reputation as a leader focused on employee development, operational design, retail execution and culture change. Since leaving Best Buy in 2013, Johnnie founded Living with Purpose to fulfill his vision for a different type of C-Suite advisory practice, and Erizo Ventures, Inc. – a SkyZone franchise focused on building parks in the most diverse U.S. markets – for which he served as COO and President of the Franchise Advisory Council. Cannabis Business Experience For the last several years, Johnnie has held a variety of leadership roles in the cannabis industry. He serves as Head of Retail and Company Operations for one of the most highly respected cannabis companies in the U.S., and holds an executive position leading the M&A integration capability for Harvest Health and Recreation. Johnnie also sits on the Board of Five Star Holdings, a highly successful start- up multi-state cannabis brand, and Manas Ventures, a venture capital firm focused on the commercialization and scaling of proprietary technologies in the cannabis industry. He consults regularly with cannabis start-ups, vendors, local communities and media outlets – fostering an environment of inclusiveness, solid business practices and education on the health benefits of cannabis. A sought-after and compelling presenter who speaks regularly at business and academic conferences around the world, Johnnie is passionate about sharing his expertise and inspiring people to achieve their absolute best. 1-13 Joshua Tims Joshua Tims is a proven health and wellness industry executive with more than 14 years of experience in the retail cannabis industry. As the Chief Retail Officer for UL Brands, Joshua has built a strong track record of business success and a personal reputation for ethical leadership and integrity. Having been a beacon in Retail Cannabis for community responsible dispensaries has made Josh an invaluable commodity to Haven. Cannabis Business Experience Joshua began his career with the Berkeley Patients Group in 2004, helping thousands of patients discover and unlock the medicinal benefits of legal cannabis use. Over the course of his four years with BPG, Joshua trained and developed hundreds of additional employees, employing the highest ethical standards for pairing patients with products to alleviate symptoms of a variety of medical conditions often terminal. He also volunteered his personal time as an outreach coordinator on behalf of the industry, helping educate the broader community on the benefits of cannabis. In 2009, Joshua accepted a leadership position with Harborside Health Center, where he supervised a staff of more than 40 employees while also coordinating purchasing, compliance and security. As part of this role, Joshua developed and facilitated weekly orientation courses for new vendors and performed inspections to ensure all dispensary operations met regulatory and company standards. He continued his role as a community connector, networking with vendors and customers across a variety of cannabis seminars and events. Joining UL Brands in 2013, Joshua accepted a senior leadership role with a broad range of responsibilities. Serving as the primary liaison between the company founders and its dispensary network, Joshua helped implement an expansion plan that included the launch of more than 100 new storefronts, growing annual sales from $2 million to more than $80 million. During this period Joshua oversaw all store operations and created and implemented all policies, procedures and training modules for more than 400 employees serving customers across five California counties. Throughout this period of exponential growth, Joshua drove improvements to the company’s retail operations, visual merchandising, vendor contracting and staff development – resulting in the company being named Dispensary of the Year by OC Weekly for five consecutive years (2013-2017). ShowGrow transitioned to become Haven in 2019, with Joshua serving as the new company’s Director of Vendor Relations & Retail Consultant. Joshua has received numerous awards and other forms of recognition for his work over the years. He was the first runner-up for Purchasing Manager of the Year (Leaflink) out of 700 nominations and finished in the 3rd place in the Consumer Package Design Category for the Golden Ink Awards – topping well-known & well- funded consumer brands such as Nintendo and FTD Flowers. Becoming the first ever Cannabis company to place in the history of Golden Ink. Early in his career, Joshua saw first hand the health and wellness benefits that cannabis could offer his patients and customers. He has helped hundreds of thousands of people find relief from various maladies and ailments, including helping terminal cancer patients find comfort in their final days. These experiences helped forge a deeply personal perspective on the therapeutic nature of cannabis, and the importance of working with the community to provide a safe place to access their medication. Philanthropic Endeavors Joshua is a true believer in giving back and realizes that, in order to become a leader in the community, philanthropy must be at the forefront of any business. Joshua has volunteered with Eli Home in Anaheim, Anaheim Fire & Police Department, and organized Educational Supply drives for local schools. 1-14 Lisa Gutierrez Lisa Gutierrez is a world- class retail and cannabis industry leader with a strong track record of operational excellence and business results. In the course of her fast-rising career she has proven herself as a quick learner, a nimble and adaptable leader and a vocal advocate for bringing out the best in others. Business Experience Lisa began her career as a retail sales associate before quickly advancing into a role as chef and manager of a highly respected food truck. She then accepted a role in restaurant management, with a focus on evaluating people, processes and systems. She designed and implemented new and repeatable standard processes, reduced turnover and improved the overall guest experience – resulting in a double-digit labor decrease and increased revenue. Cannabis Business Experience Recognizing the significant opportunities created by California’s legalization of medicinal cannabis, Lisa began working for Happy Health and Healing, where she assisted hundreds of patients in finding the right products to alleviate their various medical ailments. She soon moved into a role as a store associate in a ShowGrow dispensary and quickly became manager of the medicinal outlet, helping drive more than $25 million in sales and – upon the passage of Proposition 64 – overseeing the evolution into recreational sales. Lisa’s reputation as a leading-edge cannabis industry professional and retail operations expert soon catapulted Lisa into a role as district manager for Haven, the southern California dispensary chain that offers a comfortable and welcoming experience with unparalleled service. Philanthropic Endeavors Lisa also believes in the power of giving back and supports charities and nonprofits such as the Eli Home (a shelter for battered women and children), The Midnight Mission (services for the homeless), OC Rescue Mission (meals for the homeless) and the Susan G. Komen Foundation (cancer prevention). She also has organized neighborhood and beach cleanups, as well as educational seminars for her community. Greg Nacham Greg is a graduate of Whittier College where he earned a B.A. in Political Science. He then went on to receive his Juris Doctor in 2011 from Whittier Law School. In 2012 Greg was admitted to the California State Bar. Since becoming licensed, Greg has gained legal experience in Civil Litigation (including trial work, discovery, and depositions), Family Law (including paternity suits and trial work), Real Estate Law (including unlawful detainers), and Cannabis Law (including licensing, compliance, litigation, real estate transactions, business formations). Greg also has extensive experience working with children in the dependency court system, including trial work and adoptions. Cannabis Legal Experience The cannabis industry is a highly regulated industry, with ever evolving regulations. Each City, State and County have the ability to implement their own regulations, which makes it increasingly important to have a strong and experienced legal team. Greg serves as Haven’s in-house legal counsel and is responsible for overseeing all outside counsel, collaborating with government and cannabis licensing officials in all levels of government, and ensuring the implementation of regulatory updates as they occur. In addition, Greg has also been involved with the acquisition team at Haven. Greg will continue to provide excellent legal oversight as Haven expands in California. Philanthropic Endeavors Greg previously worked with economically disadvantaged children through the nonprofit Higher Edge. Many of these students were the first in their family to attend college. Greg helped mentor and tutor high school students through 1-15 the college application process, including SAT tutoring, assisting with financial aid applications, and college applications. Greg’s work with Higher Edge helped dozens of students get admitted to top tier universities. In addition, Greg was also a volunteer adviser with BBYO, a nationwide nonprofit organization for Jewish youth. With BBYO, Greg acted as a mentor and adviser for high school students, including supervising weekend youth trips, weekly student-led meetings, and numerous extracurricular activities. Courtney Caron Courtney Caron works closely with the Haven team on all of its cannabis projects, as cannabis counsel and community affairs consultant. Fresno holds a special place in Courtney’s heart, as she spent nearly a decade living, studying, working and volunteering in the City of Fresno. In 1998 as a 17-year-old Freshman, Courtney set out to earn her degree in Communicative Sciences and Disorders (Deaf Education) from California State University, Fresno (CSUF). As a Bulldog, Courtney served as President, Vice President and Philanthropy Chair of Alpha Xi Delta Sorority, President of The Order of Omega, and was named Greek Woman of the Year in 2002 for her philanthropic efforts and leadership skills exhibited as part of the student body. In 2002, Courtney was crowned Miss Fresno County for the Miss America Organization and spent the year volunteering and speaking to Fresno’s youth on Arts Education. Following graduation, Courtney took a teaching position at Sequoia Middle School as a math and science teacher. Having always had an interest in the law, Courtney decided to enroll as a student at San Joaquin College of Law (SJCL). While a student, Courtney was a member of Delta Theta Phi Fraternity, served as the Student Bar Association President, sat as a member of the SJCL Board of Directors, was the Brown Scholarship Recipient and was a semi-finalist in the Hooper Moot Court competition. Now, focusing her law practice on cannabis law (an exciting and emerging area of practice), Courtney has been featured in SJCL’s Inter Alia and has spoken on the new student panel. Cannabis Legal Experience In 2018, while attending a City Council meeting in California City, Courtney met Michael Simonian. Following this meeting, Courtney joined the Haven team as outside legal counsel and together with many of the team members listed above, Courtney drafted and submitted cannabis license applications across the State on behalf of Haven. Courtney successfully assisted Haven in winning multiple cannabis licenses across the state, most recently in neighboring Porterville. For two years, Courtney has followed the legalization of cannabis in the City of Fresno, with the hopes that one day Haven would have the opportunity to apply for and provide the City with legal, safe and quality cannabis products. Aside from Haven, Courtney also represents multiple other successful cannabis clients, for whom she has attained numerous cannabis licenses across the state. Courtney is most proud of the fact that each of her clients are 100% citation free, meaning they operate within the confines of both local and state law. Due to Courtney’s success with merit-based licensing and focus on compliance, Courtney has become one of the most highly sought-after cannabis attorneys in the state of California. Philanthropic Endeavors Courtney has devoted a great deal of her life to volunteer work and impacting change within her community. On the civic side, Courtney was elected into public office in 2010 as a member of the Board of Directors for a local water utility company. While a resident of Fresno, she volunteered with numerous food banks, homeless shelters, children’s related organizations, and at civic events. In more recent years, Courtney has served as a Steering Committee Member for the Los Angeles Food Bank’s “Food From the Bar” Campaign, a pro bono attorney for Bet Tzedek’s (a legal nonprofit in Los Angeles, CA) LGBTQ Gender and Name Change clinic, a volunteer for Baby 2 Baby, and as a member of the Board of Directors of Rail LA and the Cannabis Chamber of Commerce. 1-16 With Haven’s expansion into the City of Fresno, Courtney will serve as outside cannabis counsel. Courtney will also assist with the implementation of a free expungement clinic for local residents through a partnership with her alma mater San Joaquin College of Law and other members of the local legal community. PRINCIPAL ADVISORY TEAM Fresno’s needs are different from other areas. Many cannabis companies utilize the same Advisory Team for each new jurisdiction where they locate. This leaves us wondering if each unique area’s needs are properly addressed. Haven believes that each community has different needs and therefore requires an Advisory Team thoughtfully mixed with key community members and those with cannabis industry experience. It is our practice to seek out qualified individuals from within the local community to join our Advisory Team and we look forward to building a team specifically for the City. The cannabis industry is laden with regulatory compliance requirements. Haven incorporates four of our advisors, experts in the industry, to join each of our community centric Advisory Teams. Elizabeth Jonasson Rosas Elizabeth presently serves as the Strategy and Communications Officer for Fresno Economic Opportunities Commission. Elizabeth also represents the Roosevelt High region on the Fresno Unified School District Board, the third largest school district in California. With her international background and entrepreneurial instincts, Elizabeth began Jonasson Consulting to serve the thriving Fresno business community interested in capturing a larger portion of the Hispanic Market with expansion into Mexico. Impressed with her skills, she was invited to join the City of Fresno to do community outreach and Spanish-language media relations. She continued to use her media and outreach experience joining Coalition for Clean Air, a statewide policy advocacy organization. More recently she used her talent in the San Joaquin Valley office of the California High-Speed Rail Authority as an Information Officer. For her work there she was named the State Public Information Officer of the Year for 2015. Elizabeth will assist Haven with implementation of our local hire program in an effort to exceed the City’s goals represented in the Social Policy. Marie Slater Marie is a lifelong resident of Fresno and a graduate of Fresno High School and California State University Fresno, where she was a member of Alpha Xi Delta Sorority. Upon graduating Cal State Fresno in 1971, Marie began a 47 year career as a teacher in the Fresno and Clovis Unified School Districts, teaching at both Daily Elementary and Pinedale. Marie has devoted a great deal of time to giving back to the community. She formerly served as an advisor and board member for Alpha Xi Delta (where she met Courtney Caron). Currently, she is a board member of Temple Beth Israel and a volunteer for Mike’s Books through the Housing Authority. Most notably, Marie has been a docent of the Chaffee Zoo since 1984. Marie will serve as a powerful addition to Haven’s Advisory Team, contributing her extensive knowledge of the educational system and the needs of youth. Specifically, Marie will guide Haven on the implementation of our Youth Education and Youth Prevention Plan, a comprehensive program designed to properly educate the City’s youth on the dangers of underaged cannabis use. Dan Rowland Dan is the founder and principal consultant of Cordillera Advisory Management, which helps companies and governments understand the complexities, impacts and market opportunities associated with the legalization of cannabis and emerging markets. He advises organizations, like Haven, on cannabis business planning, operations, strategy, investment and development, as well as licensing and compliance, guest and community engagement, government relations, and legislative and regulatory analysis. Prior to launching his consulting practice, Dan spent five years with the City and County of Denver, leading implementation efforts for the first major city in the world to develop a fully legal, commercial cannabis industry. He was Director of Public Affairs for Denver’s Office of Marijuana Policy and Department of Excise & HAVEN 1-17 Licenses and the spokesman and public liaison for the city’s business licensing efforts and first-in-the- world implementation of legalized marijuana regulations. In this role, he frequently consulted on the implementation of legalized cannabis for governments, companies and other stakeholders around the world. Robert Rowe Robert, founder and owner of Pyrocop, Inc., is a former Fire Marshall. He has served as a Fire Inspector, Hazardous Materials Specialist, Fire Investigator and Fire Marshal. For Haven, Robert oversees and drafts all Safety and Fire Plans as well as provides employee training on these topics. Robert will oversee the Fire/Safety planning for Haven Fresno. Please see Section 4: Safety Plan for an expanded bio on Robert. Terry Blevins Terry is the CEO of Armaplex Security, a security company specializing in licensed cannabis business. He formerly worked with the US Department of State and as a Chief Security Officer for several large, multinational corporations. Terry will develop Haven’s final security plan and work with Haven to implement industry-leading security systems in Fresno. Please see Section 5: Security Plan for an expanded bio on Terry. ORGANIZATIONAL STRUCTURE OF OPERATIONS TEAM Local Owner Brittany Shiralian Owner Mike Simonian Chief Executive Officer Michael Simonian Director of Retail Operations Johnnie Hernandez Vendor Relations Joshua Tims District Manager Lisa Gutierrez In-House Counsel Greg Nacham Outside Counsel Courtney Caron Chief Operating Officer Mark Simonian Operations Team HAVEN i i i i i • • 1-18 1.2 BUDGET AND FINANCIAL MODEL HAVEN 1-19 PROPOSED TIMELINE Description Application Submittal Deadline Final Review of Applications and Decision to Proceed to CUP Submit for Conditional Use Permit Submit for Seller’s Permit Submit for Business License Prepare architectural plans, including mechanical, electrical, plumbing, and security, for submission for Planning Department’s approval Secure General Contractor’s contract, scope of work, and detailed construction budget with contractor Submit all required documents to Planning Dept for review and Building Permit Begin Construction at Haven Fresno Begin Interior Remodel Install exterior façade Submit for State Licenses with BCC Install electrical, plumbing, drywall, carpentry Install Security Surveillance Install Interior trim and paint Install flooring Complete Construction Purchase & Install POS systems, computers, etc. Finalize Employee Hiring Obtain State BCC Licensing Employee Training Test all equipment, SOPs, and systems Complete Inspection with City of Fresno / Cert. of Occupancy Obtain Inventory Open House Grand Opening Completion Date December 4, 2020 April 30, 2021 May 3, 2021 May 3, 2021 May 3, 2021 May 24, 2021 June 7, 2021 June 7, 2021 June 28, 2021 July 5, 2021 July 12, 2021 July 12, 2021 July 26, 2021 August 2, 2021 August 9, 2021 August 16, 2021 August 23, 2021 August 30, 2021 September 6, 2021 September 6, 2021 September 13, 2021 September 13, 2021 September 16, 2021 September 17, 2021 September 19, 2021 September 22, 2021 Estimated Groundbreaking: June 28, 2021 Estimated Operational Launch Date: February 17, 2022 Estimated Timeframe: 64 weeks HAVEN 1-20 Assumptions for Staff Compensation Source: Arcview Market Research/BDS Analytics 1-21 CANNABIS MARKET U.S. Cannabis Market By 2024, it is estimated that every US state, Washington D.C., and two territories will have active adult- use markets. This illustrates the rising acceptance of cannabis nationwide and highlights the industry’s immense potential for future growth. Below, please see the US Legal Status Map as of November 4, 2020, which does not reflect any change from the election. We anticipate that cannabis will be taken off the Schedule 1 drug list and ultimately legalized at the federal level within the next 4 years. Legalized Medical and Decriminalized Medical Decriminalized Fully Illegal ■ ■ ■ ■ 1-22 Marketing and COGS Due to restrictions in cannabis marketing regulations, marketing efforts utilized to generate new customers are somewhat limited. Haven has developed a Marketing Plan utilizing legal means for advertising to increase our number of customers. Our Marketing costs are included as part of COGs line item on our pro forma. Our marketing strategy includes the following campaigns: Local Magazines. We print discount coupons in local magazines. Social Media. Utilizing influencers and through our own social platforms. Haven has been featured in many Instagram posts. In recent months, @longbeachpost featured Haven in several Instagram posts. One such mention advertised an art exhibit hosted at Haven while the other brought awareness to Haven’s delivery services. Search Engine Optimization (“SEO”). A majority of businesses today are discovered through online search. A simple Google search of “Haven” and “Cannabis” will bring one immediately to myhavenstores.com. We will ensure Haven continues to be easily discoverable online through local SEO and link-building efforts including: »Optimized website with keywords and fresh content; »Business listed on sites with high domain ratings such as Leafly, Weedmaps, Merry Jane and Yelp; and Grocery Receipts. This is a new channel for Haven, and we are interested to see how it works. ~ New--Cw.,t&meM ~40% OFF HAVEN DISPENSARIES 404 Redondo Ave. 562-320-8777 Cl 0 -0000735-LI C 1248 Long Beach Blvd. 562-320-8778 Entire Purchase R~ Cw.,t&meM 25%0FF Entire Purchase Va lid only one t i m e. ExcludesStiiizy Produ cts.Offe rsca nno t be com bine d. Some restrictions ap ply. Must beof legalageto usethese coupons. Expires 2/15/21. Valid at ANY Haven location. oov r:J --•-sr.t--attrigllt-\'isit ~~~~~~ .. _%.1!'° 00'?' r:J 1.7•7--~..,~--··--S t.=.!tv«>NOERF(J_EVENT ~r~~'!.•.:-.:: 01terng_..,to.tl.O'lg8Hch _, __ ,,..,.. SOO:CITEOTOHEI.Pf........:S .. NEEO! :=::":~~•J.T,-o; 00 '?' r:J • 00'?' r:J 0 0 '?' r:J __ M_, ... c:;i a. 1±) 0 ~ 1-23 »Local Citations: Any textual mentions of the Haven brand on another website assists Haven’s own search efforts. This will be achieved through: »Publications mentioning Haven in their text; »Charitable donations and efforts focused on local organizations; »Building and promoting a local calendar of events that would appear on other community websites; and »Developing relationships with niche influencers who in turn mention the Haven brand. Text Message Marketing. To ensure account security we would utilize a platform like Cannabiz Media Licenses Database, which will provide (1) an integrated email marketing platform, (2) guest relationship management (CRM) tool, and (3) access to information on over 25,000 licensed cannabis and hemp operations across 32 states and Canada for potential business connections, sales prospecting, and marketing. Only those who “opt-in” would receive this form of marketing. We never share or sell the personal data of others. For text message marketing, we presently use www.Springbig.com, a dispensary marketing platform. Onsite Loyalty Programs. We keep guests returning. Guests will be incentivized through promotions and product discounts, where permitted by law. Our loyalty program is operated through SpringBig.com. Community Involvement. Arguably, community participation is our best form of advertising. Participating in community events, providing sponsorships, and otherwise being “visible” alerts the community of our presence. We are especially proud of our efforts when we can combine charitable causes with brands we sell in our stores, donating a percentage of sales of those brands to worthy causes. Families HOSTED BY HAVEN DEE ANDREWSLBCA Presents • Cereal • Oatmeal • Peanut Butter • Jelly • Syrup • Pancake Mix • Fruit Snacks • Cheese Crackers • Snacks for Recess or Home Breaks • Pumpkins (& Carving Kits) Donate any of the above items and receive all discounts on the back of this flyer! Deals on the back! B a c k To School H o m e Food Box Kits 1-24 1.3 PROOF OF CAPITALIZATION Confidential. Not for Duplication. 1-25 1.3 PROOF OF CAPITALIZATION HAVEN 1-26 1.3 PROOF OF CAPITALIZATION 1-27 1.4 THREE YEAR PRO-FORMA 1-28 1.4 THREE YEAR PRO-FORMA 1-29 1.5 HOURS OF OPERATION / OPENING AND CLOSING PROCEDURES HOURS OF OPERATION The State of California per 16 CCR §5403 and City of Fresno per FMC §9-3310(a)(1) limit the hours for operating retail cannabis businesses from 6:00 AM to 10:00 PM daily. Haven proposes to operate from 8:00 AM to 10:00 PM daily, complying with both the City and State regulations. OPENING & CLOSING PROCEDURES Overview As with all of our dispensary procedures, Haven’s Opening and Closing procedures emphasize our dedication to: »Employee Safety »Inventory Control »Overall Facility Safety and Security »Exemplary Guest Services. During business hours, a minimum of one employee and one Security Guard will remain on the property. After business hours, a minimum of one Security Guard will remain on the property. All staff members have designated opening and closing procedures, outlined below, which follow the most current industry specific regulations and compliance guides. Safety is Haven’s primary focus for not only our employees, but also for the public at large. OPENING PROCEDURES All Staff Members All staff members will implement the following procedures each day upon arrival. »Entrance & Parking: Each staff member arriving at our facility will enter through the secure access, employee/delivery entrance and park in the designated employee parking area. »Visual Inspection: Upon exiting their vehicles, staff members will conduct a visual inspection of the storefront, parking lot, and surrounding areas for safety and security concerns, (such as forced entry, loitering, etc.). »Reporting: Should an employee notice any breaches in security during visual inspection, they will immediately report it to one of our 24-hour onsite security guards, the Bureau of Cannabis Control (“BCC”), and/or the Fresno Police Department, as is appropriate for the circumstances. Management Staff Management Staff begins their day as described under “All Staff Members” above and arrive 30 minutes prior to retail hours. »Disarming Security System: When no safety/security risks are present, the Manager will disarm the security system utilizing their individually designated code attached to their Employee ID. »Securing Facility: Upon entering the facility, the Manager will re-engage all locks, illuminate all interior lighting, turn off any manual exterior lighting, and adjust the interior temperature as necessary. »System Locks & Security: Manager will perform a manual test of the premises alarm system in accordance with provider protocols and check that all door locks, cabinet locks and safes are in operable condition and free of tampering. »Cameras: Manager will check cameras for functionality, network connectivity and unobstructed viewing; »Cash Register: Each morning, the Manager recounts the cash on hand to ensure it is consistent with the prior night’s count and deposits the designated amount in the cash register for daily use. »Clear Hazards: Manager will clear the premises of any slip, trip or fall hazards and verify that all emergency egress pathways are unobstructed. »Stocking Retail Room: Manager will restock the display cases in the Retail Sales Floor with onhand inventory. »Permits: Manager will conduct a visual inspection of all signage to confirm that local and state permits/QR codes are up-to-date and accessible. HAVEN 1-30 »All Staff Arrival: Manager will unlock the door and allow employees to enter upon their arrival. Prior to the start of the business day, the Manager will host a team meeting to review operating procedures and discuss any issues from the prior day. »Point of Sale (“POS”): Manager will turn on the POS and computer systems if they were turned off the prior evening. »Music: Manager will turn on in-store overhead music. »Displays: Manager will turn on and activate any working displays, signage or video displays. »Retail Hours: Upon commencement of retail hours (8:00AM to 10:00PM, daily), only the front door allowing guest access to the reception area will be unlocked. All other doors, including the door that separates the reception area from the retail area will remain locked and access controlled. FMC §9-3310(a)(4). The Manager will monitor the cash on hand throughout the day. When any register exceeds the designated amount, excess cash will be collected and placed in the safe, where it remains until the nightly reconciliation. Additionally at the end of each and every shift of a Customer Experience Specialist (“CES”) their cash register drawer will be reconciled against the POS and excess cash will be placed in the safe. »Additional Responsibilities: The Manager is responsible for responding to emails, guest complaints, staff inquiries, security inquiries, receiving deliveries, ensuring proper breaks for staff, replenishing the inventory, and providing any other assistance as needed. CES CESs begin their day as described under “All Staff Members” above. »Entering Facility: Where no safety/security risks are present, CES will approach the employee entrance, buzz the door, and wait for a Manager to unlock the door. »Personal Belongings: Once inside, the CES will take all personal belongings to the employee lounge area and secure personal belongings, (including cell phones), in the locked receptacles provided. »Clock-in: CES will clock-in using their individualized employee ID and report to the Manager on duty. »Team Meeting: Manager will host a team meeting with CES, and then each will begin their daily operations. »General Operations: CES will stock inventory, assist guests with product selection and conduct sales. »Conducting Sales: CES will assist one guest at a time. CES will engage with the guest providing suggestions and information on products. »Secure Check-Out: Once the selection has been made, CES will escort the guest to the cashier, confirm the guest’s order and apply any discounts, pack the order for exit and receive payment. CES will record all transactions in the POS system. Reception Staff Reception Staff begin their day as described under “All Staff Members” above and are positioned in the lobby throughout the day. The main focus of Reception Staff is to check in guests and verify proper identification. »Customers Over 21 Years: Reception Staff may only permit individuals who are over 21 years of age or older to enter the property. Proof of age must be confirmed in the form of a government issued ID. A government issued ID consists of documents issued by federal, state, county, or municipal government or a political subdivision or agency thereof, including, but not limited to, a valid motor vehicle operator’s license, that contains the name, date of birth, height, gender, and a photo of the guest. Additional acceptable formats of ID include those issued by the Armed Forces, or a valid passport. FMC §§9-3309(i)(4), 9-3310(a)(3)-(4); 16 CCR §§5400, 5402, 5404. »Customers 18 - 20 Years: Individuals between the ages of 18 and 20 must possess a valid identification as well as well as 1) a valid physician’s recommendation or 2) a HAVEN 1-31 valid Medical Marijuana Card as defined by Health and Safety Code Section 11362.71. FMC §§9-3309(i)(3) & 9-3310(a)(3),16 CCR §5404(b). »Reception Area: Reception Staff is responsible to stock all water at the start of each day and to ensure the reception area is clean and tidy. Security Personnel Security Personnel are armed and, as with all staff members, are responsible for implementing Haven’s Security Plan, consistent with FMC §9- 3310(b)(1)(xii). »Arrival: Security Personnel will be onsite 24 hours a day, but will be scheduled to have shift changes at least 15 minutes prior to the scheduled arrival time of the opening Manager. »Perimeter Inspection: At the start of each day, Security Personnel will do a perimeter inspection for any concerns. FMC §9- 3309(n). »Entrance: Upon clearing the perimeter, security personnel may enter the building with the opening Manager. »Opening Procedures: Once inside, the Security Personnel will turn on the security screens and assist with general opening procedures. »Locations: Once open, Security Personnel will be positioned on the retail floor, in the lobby, and outside to monitor the parking lot and perimeter, consistent with FMC §9- 3309(b)(xiv). »Briefing: Night shift personnel will arrive with sufficient time to be briefed by the day shift personnel. During off-hours, the main focus of Security Personnel is to prevent diversion and crime from occurring onsite. CLOSING PROCEDURES Management Staff »Close of Business: Ten minutes before closing, the Manager will notify all remaining guests that final purchases need to be made. All guests will be escorted out of the building on time, the doors will be locked, and the staff will reconcile all cash received. »Cash Reconciliation: Managers will reconcile all of the cash on hand and place it in the safe. »Stocking Retail Room: Manager will have a daily checklist to ensure that all tasks are completed, and the facility is left stocked and organized for the next day’s operations. »Storing Goods: Managers will remove all cannabis goods stored in the retail area from the display cases and relocate them to the product storage room. »Records: Managers will secure any records identified in the Record Keeping Procedure portion of this plan into their respective locking cabinets or filing systems. »Secure Computers: Managers will log out of any logged in software and verify that password protection is enabled. »Locking Facility: Managers will check that all interior doors, cabinets and safes are closed and locked, turn off interior lighting and activate the facility alarm system. »Exterior Safety: Managers will verify proper functioning of all surveillance cameras, (confirming that there are no obstructions), check that all exterior lighting is functioning, walk the perimeter and verify all doors are secure. »Personal Safety: Scheduling practices will ensure that the closing Manager remains accompanied by armed security officers on the premises until he or she departs. Guest Experience Specialists (“GES”) »Close of Business: GES will reconcile their cash drawer at the end of each shift, prior to leaving for the day. »Inventory: GES will assist with storing inventory in the vault prior to closing. »Cleaning: If a GES is on a closing shift, they will perform light cleaning duties. Security Personnel »Accompanying Closing Manager: Security Personnel will ensure that the closing Manager remains accompanied by HAVEN 1-32 armed security on the premises until he or she departs. »Evening Patrol: Security Personnel will patrol the surrounding area for suspicious persons, vehicles or circumstances (persons potentially lying in wait), reporting any such findings to the contracted private patrol operator or police, as appropriate, for further investigation. »Briefing: Night shift personnel will arrive with sufficient time to be briefed by the day shift personnel. During off-hours, the main focus of Security Personnel is to prevent diversion and crime from occurring onsite. 1.6 DAILY OPERATIONS CANNABIS ACTIVITIES Our expert team has proven success legally dispensing cannabis. We are applying for a Cannabis Retail Storefront license. As recipients of this license, we will engage in a commercial cannabis activity as defined in Fresno Municipal Code (“FMC”) §9-3304(j), namely the retail sales of cannabis and/or cannabis products. In addition, we will be delivering and (while permitted by law) offering curb-side pickup of cannabis and/or cannabis products. Our daily operations revolve around cannabis retail sales. CANNABIS SERVICES On a daily basis, we offer the following services to each guest who enters our store. Offering these services sets us apart from the majority of other cannabis businesses, as our focus is on our guest not simply selling a product. »Personalized customer education of safe use of cannabis; »Personalized consultations on product types and varieties; »Guarantee of top-quality products, tested and sourced ethically; »Customer reward programs (loyalty and recycling [where permitted by law]); »Counseling on ancillary products sold, uses, etc. LEGALLY COMPLIANT OPERATIONS Haven is not a first-time operator. For more than a decade, Haven’s team has successfully operated cannabis businesses. As the State’s regulatory landscape has continued to change, Haven has adapted business operations to comply with all changes. All employees attend mandatory training where they are provided with an opportunity to learn, review and ask questions about the implementation of compliance measures. Haven’s management team is always available to City and State regulators, should the need arise. Haven’s combination of experience operating in both the pre-regulation and post-regulation market, competent management and legal team, in-house compliance and training program, and implementation of an open-door policy ensure that Haven does and will continue to operate according to City, State and applicable Federal regulations. DAY-TO-DAY OPERATIONS Haven implements Standard Operating Procedures (“SOPs”) to guide the day-to-day operations of our cannabis businesses in a compliant manner. We find that a uniform set of policies not only ensures that our employees meet certain company wide standards, but also enables us to operate all Haven stores uniformly. Each of the SOPs identified below are already being used in each of our Haven locations, daily, and have proven to be effective. The chart below provides quick access to the section where you can locate each of our SOPs that guide our day- to-day operations. The SOPs below should provide a detailed description of our day-to-day operating procedures and the duties and tasks of our employees. Please note, in depth employee descriptions can be found in Section 2: Social Policy and Local Enterprise, sub-section 2.6. HAVEN 1-33 SOP Opening/Closing Procedures Day to Day Operations (includes all SOPs) Customer Check-In Procedures Receiving Deliveries Point-of-sale System Product Vetting Process Enhanced Product Safety Product Handling Procedure Quality Control Procedure Delivery Service Procedure Customer Education Cash Handling Procedures Inventory Control Procedure Track and Trace Procedure Record Keeping Procedure Product Testing Procedure Recall Procedure Odor Control Waste Management Plan Sustainable Business Model SECTION 1.5 1.6 1.6.1.i 1.6.1.ii 1.6.1.iii 1.6.1.v 1.6.1.v 1.6.1.v 1.6.1.v 1.6.1.vi 1.6.1.vii 1.6.1.vii 1.6.1.vii 1.6.1.vii 1.6.1.vii 1.6.1. vii 1.6.1. vii 1.6.1. vii 3.5 3.7 7.1.2 1.6.1.i CUSTOMER CHECK-IN PROCEDURE Lobby Entrance All guests must enter through the public entrance of the building. The public entrance leads directly to our lobby where a security guard and Receptionist are positioned. Our lobby is separated from the Retail Sales Floor by a two way security door with a man trap, which is equipped with a “buzzin” electronic entry system. FMC §§9-3310(a)(4), 9-3310(b)(1)(i)-(ii). Identification Verification Per 16 CCR §5404 & FMC §9-3310(a)(3), prior to dispensing cannabis or cannabis products to an adult-use customer, we will verify the age and all necessary documentation to ensure the customer is not under 21 years of age. The Receptionist will ask all customers for their government issued ID (documents issued by federal, state, county, or municipal government or a political subdivision or agency thereof, including, but not limited to, a valid motor vehicle operator’s license, that contains the name, DOB, height, gender, and a photo of the guest, including those issued by the Armed Forces, or a valid passport) in order to determine if they are over the age of 21. The Receptionist will ensure that the guest is over 21 years of age and has a valid government issued ID using a Zebra DS9208 ID scanner (or a similar model). HAVEN 1-34 In compliance with 16 CCR §5404 and FMC §9-3309(i)(3), prior to dispensing medicinal cannabis to a qualified patient, we must verify the age and all necessary documentation of each customer to ensure that no person is under the age of 18. In addition, our Receptionist will obtain verification from the recommending physician that the person requesting medicinal cannabis is a qualified patient. Per our Record Keeping Procedure, we will maintain a copy of the physician recommendation or ID card (as described in Sections 11362.71 through 11362.77 of State Health & Safety Code, for a period of seven years onsite. These measures ensure that only qualified customers gain access to cannabis products. Customer Profile Once age has been verified and confirmed, the Receptionist will utilize Blaze Retail Point-of- Sale (“Blaze”) to locate a consumer profile for the guest. If one has not previously been established, the Receptionist will ask the guest some basic background questions (name, birthdate, address, phone number, email and physician’s recommendation or MMIC if applicable) in order to create a guest profile. Haven collects this information so that we may communicate with our guests in the event of a product recall. At the same time, the guest will be asked if they would like to opt-in to advertising emails from Haven. We never share the private information or data of our guests and we do not solicit those who opt-out. Queuing Customers Once properly checked in, guests will be provided with the opportunity to immediately enter the Retail Sales Floor if it is not full. We seek to provide all guests with a personalized experience, so we never admit more guests to the Retail Sales Floor than we have staff to cover. In addition, we will follow all State and City regulations regarding occupancy limits due to COVID-19, as we have been doing consistently at all of our currently operating dispensaries. The safety of our employees and guests is our highest priority. Should the Retail Sales Floor be at capacity, guests will be given the opportunity to wait in our comfortable lobby, or to queue outside the entrance as required due to COVID-19 occupancy limits. As one guest exits, the next will be given the opportunity to enter. In the event that City regulations require customers to form a line in front of the store, there will be a designated queue area and onsite security guards will be controlling the line and make sure everything is orderly. In addition, Haven will ensure that noise is kept to a minimum out of respect for our neighbors. 1.6.1.ii LOCATION AND PROCEDURES FOR RECEIVING DELIVERIES APPLICABLE LAW CCR: Title 16 §5052.1; FMC: §9-3309(f). PROCEDURE Receiving Cannabis Products Haven only purchases cannabis goods from licensed distributors. FMC §9-3309(f). Cannabis goods will be received on site during predesignated hours, between 8:00AM and 5:00PM. Cannabis goods will be received through the North back door of Haven’s facility (See our floor plan located in Section 6: Location), which is the sole entry point for product delivery. Only authorized management employees may receive and approve cannabis goods shipments. At the time of receipt, a Security Guard or additional employee will also be present for a two man process. As described below, a Haven Manager will receive and inspect goods and enter the goods into Blaze and CCTT-METRC (“METRC”). The goods will then be transported from the receiving area to the vault, and their location will be recorded in Blaze. All subsequent movement of products will be immediately inputted into the POS and tracking systems. Initiating Purchase Orders »Haven will place orders for cannabis goods online, on the telephone, or by using a purchase order from a licensed distributor, who will transport the cannabis goods to our retail facility. »All distributor deliveries will be placed to Haven’s vendor appointment schedule, which prevents any unannounced or non- HAVEN 1-35 scheduled deliveries from occurring; and »Each distributor will generate a shipping manifest before goods are transferred from its facility to Haven, which lists all purchased goods. Receiving Cannabis Goods into the Facility »Upon delivery to Haven, the distributor’s delivery employee will give the shipping manifest to the Haven Manager receiving the delivery. »The Manager will inspect the shipment prior to accepting the order. This will allow for the return of any products (prior to being unloaded into the storage area) due to any defects in the shipment, such as incorrect products in the shipment that do not match the shipping manifest, incorrect packaging/ labeling, no certificate of analysis for the batch, and expired products. 16 CCR §5052.1. »Once the shipment has been approved by visual inspection and matched to the list of products on the shipping manifest, the Manager will accept the shipment and transfer the products to the vault. »All storage areas will be labeled, showing where each type of product is stored, such as flower, edibles, vape cartridges, topicals, tinctures, etc.; and »Once the product has entered the storage area, all product movement up to that point will be entered in METRC and Blaze, including: Shipping manifest, date/time the shipment entered the facility, the employee who received and inspected the product, and all certificates of analysis for the batch. 16 CCR §5052.1(c). Blaze allows Managers and employees to store vendor information and product information into the system for ease of tracking. All new and existing vendors will be stored in the software along with vendor license numbers and expiration dates. The following information on incoming products will be added to Blaze and METRC: »Product Name and Type; »SKU Number; »Amount of cannabis goods by weight and count; »Date and time of transaction; »Name and license number if other licensees are involved in the transaction; and »Additional information if goods are being transported: »Name, license number, and address of originating licensee, transporter licensee, and destination licensee; »Date and time of departure(s) and arrival(s); and »Driver license number, make, model, and license plate of the transporter and vehicle. »METRC Category; »METRC ID Number; »Brand; »Distributor; »Flower Type (Indica/Sativa/Hybrid); »Unit of Measurement; »Retail Price; »Flower Equivalent; »Low Inventory Threshold; »Online Available E-Commerce; »Online Title; »Online Description; and »Whether retail price includes excise taxes. HAVEN 1-36 1.6.1.iii POINT-OF-SALE SYSTEM AND POS TERMINAL LOCATIONS APPLICABLE LAW California Code of Regulations (“CCR”), Title 16, §§5001(c)(29)(B)(ii) & (iii); 5205(b)(5); 5037; 5048(f)(1); 5310; 5423; 5242; 5425. PROCEDURE All employees will use Blaze for storing company records, creating consumer profiles and storing consumer records, conducting inventory management, generating reports and tracking deliveries. Haven will integrate with METRC for real time inventory tracking and management. Blaze Retail POS Blaze is the most sophisticated data-based software system in the cannabis industry. Blaze is CA Seed to Sale METRC Certified, provides real time monitoring of inventory to prevent unauthorized loss or diversion, as well as tracks the location and movement of each delivery driver. Solid Security Blaze utilizes the most current state of the art encryption applications to ensure the security of all data at all times. Transmitted data is kept safe using the highest encryption standard available, 256-bit SSL. It runs completely on the leading cloud provider, Amazon Web Services (AWS). A secure location is used to store and use encryption keys (which are rotated frequently) using FIPS 140-2 validated hardware security modules where unencrypted keys are only used in memory. It leverages HIPAA guidelines to ensure safety and durability of client data and is fully HIPAA compliant. Employees will be assigned a unique security log-in, which will only allow access to the program functions necessary to perform required job duties. Data Driven CRM Haven will use a guest relationship management (CRM) system to help the business make data- driven purchasing decisions and help with contact management, sales, and productivity. The CRM will give Haven insights about its guests, their product preferences and purchasing habits, and help the business find new guests. By collecting this data Haven will be able to make more timely and cost-effective inventory purchases and increase the return on investment of its marketing spend. The CRM helps Haven organize its interactions with external individuals, like guests and suppliers, in one central location. By collecting and making this data accessible to our organization, we can see how we have communicated with guests, what guests have bought, when they last purchased and how much they paid. Required Record Retention In compliance with CCR 16 §5037, Haven will properly store copies of all required books, records, papers, documents, data, and other physical or electronic information that will be kept current, and preserved for a minimum of seven (7) calendar years. Records will be made available to the BCC upon request. Hard Copy Record Retention Haven prefers to keep hard copy records to a minimum. All physical records will be scanned upon receipt. In situations where a physical document must be kept onsite, it will be stored in a locked file cabinet in a secure, limited access area. Access and keys will only be provided to specifically assigned employees. Electronic Record Retention Records will be stored both onsite (in short-term storage), and offsite (in long-term backup). Onsite servers will be physically located in a secured room. Haven’s electronic storage system will: »Guarantee the confidentiality of the information stored within; »Provide safeguards against erasures and unauthorized changes in data after the information has been entered; »Be capable of placing a litigation hold or enforce a records retention hold for the purposes of conducting an investigation or in relation to ongoing litigation; and »Be re-constructible in the event of a computer malfunction or accident resulting in the destruction of the data bank. Blaze meets this standard. HAVEN 1-37 Haven’s files will never be stored in public internet spaces, including unsecured file storage sites. Employees are strictly prohibited from emailing sensitive data files to anyone outside Haven without first seeking permission from management. Consumer Profiles Prior to any sale (in-person, by telephone or via website), a consumer profile will be created. Consumer profiles allow Haven to verify consumers, store consumer records (like Physician’s Recommendations), track consumer sales, maintain accurate inventory, track sales trends, and communicate with consumers should there be a product recall. Consumer- specific transaction data and contact information will never be shared with any third-party without consumer’s written consent. Quality Assurance / Inventory Control Management Blaze serves as the POS system for inventory tracking and management. Haven will use METRC for the same purposes and integrate it with Blaze. Haven’s Inventory will fully comply with the Track and Trace procedures outlined by the State, as is shown in our Track and Trace Procedure below. Reconciliation of Inventory The Inventory Manager will be responsible to complete the following tasks associated with the reconciliation of inventory: »Halt all commercial cannabis activity during the reconciliation; »Run an inventory report every Sunday evening and confirm with stock; »Physically count the cannabis goods in each batch to ensure they match the printed inventory list; »Verify that the company’s physical inventory matches the records; »If a discrepancy between the physical inventory and the inventory log is discovered, the Manager will commence a full audit of the product, including: »Reviewing video of the batch from the time it was delivered to the premises by the distributor; »Reviewing video from the last reconciliation; »Reviewing the delivery inventory ledgers and receipts to verify all product tracking occurred; and »Verifying that Blaze and METRC do not have a malfunction. »Resolve all discrepancies prior to completing the reconciliation; »Sign and require all employees involved to sign an inventory affidavit, including: »Signature; »Date; »Time of reconciliation; and »Attestation that the electronic log is accurate. »Report significant discrepancies to the BCC and City utilizing Notification and Request Form BCC-LIC-027 pursuant to 16 CCR §5051 and FMC §9-3310(b)(5)(i); and »Store copies of the reconciliation reports and Notification and Request Form BCC- LIC-027 for at least seven years to provide to the BCC or City upon request. FMC §§9- 3310(b)(5) & 9-3331(d); 16 CCR §§5036 & 5037. Record of Sales The Inventory Manager will: »Maintain an accurate record of sale for every sale made to a consumer; »Ensure that the record of a cannabis good sale contains the following info: »First name of employee and employee #; »First name consumer and retailer- assigned guest number; »Date & Time of Transaction; »List of cannabis goods purchased; and »Total amount paid (individual prices) and any fees/tax. HAVEN 1-38 Destruction or Disposal of Inventory The Inventory Manager will: »Ensure that if cannabis goods are being destroyed or disposed of, that they are recorded in the track and trace system including the following information: »Name of the employee performing the destruction or disposal; »Reason for the destruction or disposal; and »Name of the entity being used to collect and process the waste. Report Generation Blaze has the ability to generate 50 different reports related to the operation of a cannabis business. The Inventory Manager is responsible to run and maintain all inventory related reports and manifests (including delivery manifests). Upon generating necessary reports, the General Manager (“GM”) will take responsibility for submitting the requisite reports to the appropriate governmental agency. All reports will be securely stored in Blaze. POS Terminals Haven will have 4 POS terminals to accommodate all guest purchases. All sales will be documented in Blaze, which will also be used by employees in connection with METRC for: 1) Record Retention; 2) Consumer Profile Generation; 3) Inventory Management; 4) Report Generation; 5) Electronic Tracking and Storage of Sales, Delivery and Manifest Records and 6) HR Documentation. Utilization of the program greatly reduces (if not eliminates) the risk of employee diversion. 1.6.1.iv NUMBER OF CUSTOMERS SERVED VISITORS PER DAY/HOUR Haven expects to have about 20 visitors per hour and 300 per day at our Fresno location. We are basing this number off the population of Fresno, number of estimated cannabis retail locations, size of our proposed retail cannabis store, and average number of visitors from our other locations with similar statistics to that of Fresno. 1.6.1.v PRODUCT LINE As recreationally legalized cannabis products have only been offered since 2018, the industry has experienced some backlash in regard to products deemed unsafe and those that may appeal to children. Haven monitors all recall notifications published and immediately removes any products that may raise concern. In addition, while other cannabis companies on the market do use names that may appeal to children, Haven makes a concerted effort to ensure that none of our products or brands appeal to children in compliance with 16 CCR §5303(d). Haven prioritizes offering guests only the highest quality cannabis. By utilizing analytics provided through Blaze, Haven can identify the products most popular among guests. While we consider the popularity of a product when making purchasing decisions, Haven also focuses heavily on the origin of the products retailed. Over the past decade, Haven methodically developed relationships with producers of cannabis products in California. We will utilize these relationships to bring only the best products, varying in price to meet the needs of all residents, to the City. Across the State, there has been a push to support local brands in local cities. Haven will set aside shelf space to support local brands grown, manufactured, and distributed in the City and Fresno County. CANNABIS STRAINS Haven’s Fresno retail store will carry the following cannabis strains, which we also carry at our other locations: Sativa Indica Hybrid HAVEN 1-39 CANNABIS PRODUCT TYPES Cannabis products have evolved considerably in the past several years. Flower is no longer the only option available. In all of Haven’s currently operating licensed dispensaries, customers will find a full range of cannabis product types. Haven intends to carry these product types in Fresno as well. It should be noted that Haven has a zero tolerance policy in regard to carrying products sourced from unlicensed cultivators, manufacturers or distributors. The percentage of the inventory dedicated to each type of product will change based on the data provided through Blaze. Utilizing existing data from our operating locations, we imagine our initial inventory to include the following products: It should be noted that the products we carry are suitable for a new consumer (microdosing) or a more experienced consumer (higher levels of THC). Additionally, we also carry wellness products suitable for both people and their pets. CANNABIS BRANDS In Haven’s currently operating dispensaries, we carry more than 35 trusted and well-known cannabis brands. Haven’s top ten most popular brands are: ANCILLARY PRODUCTS Some cannabis products require ancillary items in order to be consumed. Where permitted by law, Haven will carry ancillary cannabis products such as: PRODUCT VETTING PROCESS Haven owners and operators have over 15 years of direct cannabis industry experience purchasing and retailing cannabis products. Haven’s team has developed an in-depth procurement process to ensure that all brands and products are of the highest and safest quality. Extracts 3% 3% Topicals 4% Tinctures 30% Cartridges 30% Flower 20% Edibles 10% Prerolls VaporizersPipesWater PipesRolling Papers KANHA RG\E ~TIIIZY DOHTIIILISH IH!S 1-40 Conducting Due Diligence Upon identifying a producer with products matching Haven’s values, prior to placing an order, Haven conducts full due diligence. As Haven prioritizes guest safety and regulatory compliance, due diligence is imperative when considering product procurement. Haven’s due diligence method includes safeguards to ensure and confirm that products are sourced from organically grown cannabis, undergo proper testing, are legally distributed, and are suitable for retail sale. Prior to finalizing a partnership with a new brand, Haven requires documentation/ proof confirming the following information: »Possession of local and state licenses; »Implementation of eco-friendly business practices; »Confirmation of non-discriminatory hiring practices; »Confirmation of fair wages paid to employees (preferably a living wage); and »Production of products which are organically grown, tested properly, and distributed legally. Confirmation of Product Quality Retailing only the best quality products is of utmost importance. Confirmation of product quality is the final step to Haven’s procurement process. Haven will: »Request that the distributor provide references of other retail locations carrying the same product. Speaking with another industry professional provides additional insight into the quality and success of a product. »Conduct internet-based research in order to identify any negative consumer reviews of a product. Negative consumer reviews certainly trigger concern when considering the retail of a new product. »Once ordered and transported to a Haven facility, management confirms that the shipping manifest matches the shipment received. Discrepancies are dealt with on the spot. »Inspect the physical product to confirm the presence of proper labeling and verify that it has not exceeded its expiration or sell-by date if one is provided. »Confirm the product’s presence in METRC to accurately preserve the chain of custody and review/confirm the testing results. »Identify any questionable products, contact the distributor, and arrange for destruction of non-conforming products. »Products which have been cleared for sale will be inventoried and made available to guests. ENHANCED PRODUCT SAFETY APPLICABLE LAW CCR: Title 16 §§5302, 5307, 5412; FMC §§9- 3309(f), 9-3310(a)(5), 9-3310(b)(1)(vi)-(vii). PROCEDURE Consumer safety is at the forefront of Haven’s business operations. As such, Haven does not have a single policy that addresses enhanced product safety, but rather, drafts all of operational procedures, policies, and plans with product safety as the baseline. Employee Training: Haven spends a considerable amount of time training employees. Employees deal directly with consumers, and therefore must be well versed on products as well as our company policies. Aside from the initial training at hire, Haven conducts periodic training to update employees on new law and company policies and procedures. Legal Compliance Policy: Haven strictly complies with all local and State regulations. Products retailed onsite have been thoroughly vetted and run through a rigorous check list of legal compliance, confirming proper testing, packaging (according to 16 CCR §5412), labeling, tracking, etc. Product Vetting Process: Guaranteeing safe products begins with a detailed Product Procurement Plan, and the selection of only the highest quality of products. Haven has a detailed Product Procurement Plan in place as Haven HAVEN 1-41 does not simply purchase products because they are popular or affordable. Haven’s product selection process is conducted with multiple levels of due diligence to ensure that only the highest quality products are retailed. Track and Trace Procedure: Enforcing a strict Track and Trace SOP ensures that each product put into the stream of commerce is tracked from seed to sale. While it is true that this is a policy required by the State of California, the enforcement of this policy is paramount in guaranteeing that only products produced by licensed cannabis companies enter the stream of commerce. This is the first line of defense in providing enhanced product safety. Product Testing Procedure: Haven’s Product Testing SOP leaves no room for error where the testing of cannabis products is concerned. The procedure has a multi-step process to confirm and reconfirm whether cannabis products retailed onsite have undergone (and met) the State mandated testing requirements. Products that do not pass Haven’s inspection or have not been properly tested or tagged following testing, are not sold…period. While Haven, as a retailer, is not responsible for conducting testing, Haven is responsible for ensuring that proper testing has taken place in each step of the production process, and Haven takes this responsibility seriously. Product Recall Procedure: All products recalled by a distributor, manufacturer, a governing body or other entity, or those which have received too many negative consumer reviews, will be immediately pulled from our inventory and disposed of according to law. Haven does not retail products that are deemed unsafe and/or not recommended for human consumption. Customer Education: Just as a pharmacy is required to provide customers with an explanation of uses and side effects associated with prescribed medications, all of Haven’s customers will be given an explanation of each product when purchased. Every cannabis product has a Certificate of Analysis which shows the amount of cannabis in each product. This label will be explained to the consumer to ensure they know the amount of cannabis they will be consuming. Edible products are broken up into 10 milligrams of THC with a maximum total amount of 100 milligrams of THC. The sales associate will explain the product details to each consumer at the time of purchase as each product varies in size and THC amount. Legally Compliant Packaging: Products are packaged in such a way that children cannot access the internal contents. Products are individually wrapped at the point of preparation as is outlined by the new regulations issued by California. Each product that enters the dispensary will also have the California State Marijuana Label on it to show it contains marijuana. Products that contain nuts or other allergens will be labeled accordingly. The weight of cannabis used in the product, date of manufacturing, and a ‘keep away from children’ note, are all labeled accordingly. Per 16 CCR §5307, all cannabis-based products are required to have a Certificate of Analysis, no more than 12 months old, with the package contents and results reflected clearly. By making safety the focus of all of our operations and holding Haven’s staff accountable for implementing each policy and procedure, Haven is able to protect our customers and exceed all local and State safety guidelines and regulations. PRODUCT HANDLING PROCEDURE The following procedures govern the handling of products that arrive at all Haven locations: »Haven places an order with a licensed distributor (see Product Vetting Procedure above). »The licensed distributor arranges for delivery of the pre-ordered cannabis and cannabis products to Haven (see Procedures for Receiving Deliveries). »Haven arranges for receipt of the cannabis and cannabis products (see Procedures for Receiving Deliveries). »Upon receipt, all received products are inspected, confirmed and entered into Blaze and METRC (see Inventory Control Procedure). HAVEN 1-42 »Once properly inventoried, products are available for guest purchase. Products for sale are displayed in the showroom. »With the assistance of a GES, items are selected by the guest, purchased at a POS station (see Section 1.6.1.iii Point- of-Sale System), and placed in proper exit packaging. Secure Product Display We have designed our Retail Sales Floor in a way to provide optimal viewing capabilities of products for guests, while limiting the opportunity for diversion. Products are displayed in two ways inside the showroom. First, products are displayed securely inside locked glass display cases. Glass display cases hold the majority of the product available for purchase. The glass display units are approximately three feet wide and segmented by brand. These display units are locked at all times and are only accessible when an employee unlocks the display case and removes the item. This generally occurs when a guest is interested in examining the products contents. Behind the glass, jars of flowers are available should a guest wish to smell the cannabis prior to purchase. Unlike other dispensaries, we keep all cannabis flowers inside the display cases to minimize the risk of theft but also to minimize any additional odors. Upon examination, the product is returned to the GES, who places it back inside the display case. Second, products are stored on shelves along the walls. For shelving located behind the POS stations, products are only handled by Haven staff. Shelving that is more freely accessible to guests is stocked with “dummy” products, meaning that the packaging is authentic, but the contents have been removed. A guest is free to handle the packaging to examine labels and descriptions but will have to seek the assistance of a GES to receive the actual product. This procedure ensures that guests have no ability to handle cannabis or cannabis products without the assistance of a GES. Product Transaction All products ordered by a guest are solely handled by a Haven employee. Generally, the GES will place the order either using a tablet, enter the order directly into one of the four POS terminals, or seek the assistant of an available cashier. The inventory fulfillment employee will remove the items from the inventory, notate in Blaze, and place the ordered items in the compliant exit packaging. Once packaged, the fulfillment employee will hand the exit bag to the GES. The GES will complete the financial transaction and hand the package to the guest. Converting Control of Products Prior to completing the financial transaction and providing the guest with the exit packaging, the guest has had no opportunity to handle product unsupervised. Haven implements these procedures to prevent diversion. At the point the guest has paid, and the product has been handed to the guest by the GES, the guest is in control of the product for the first time. Upon completing the transaction and tendering the product to the guest, the GES will escort the guest to the exit door. Delivery Product Handling Protocol Haven has included detailed Delivery Service Procedures below. All products available for delivery enter our licensed premises in the manner described above. As a delivery order is placed, the fulfillment employee will pack the orders for the Delivery Driver, indicating in Blaze and METRC that each product has been removed from the inventory. The Delivery Driver accepts the products from the fulfillment employee, and immediately places them in the lock box inside the delivery vehicle. Each product remains in the locked compartment until the Delivery Driver reaches the destination of the guest receiving the order. Upon reaching the destination, the Delivery Driver will unlock the lockbox and remove the products. The products will be hand carried to the door of the address provided, and the Delivery Driver will confirm the age, address and order with the guest prior to handing over any product. Once the identity of the guest has been confirmed, the Delivery Driver will hand the product to the guest and return to the vehicle. The first and only time a delivery guest handles a product is at the time of receipt. HAVEN 1-43 QUALITY CONTROL PROCEDURE APPLICABLE LAW Cal. Bus. & Prof. Code §§26120, 26130; CCR: Title 16 §§5036, 5037, 5042-5045, 5048, 5049, 5303, 5406, 5410, 5413, 5423, 5424, 40417; Title 17 §40417(a); Fresno Municipal Code (“FMC”): §§9-3309(f), 9-3310(b)(3); Code of Federal Regulations (“C.F.R.”) Title 16 §1700.15(b)(1). PROCEDURE Labeling Verification The Inventory Manager is responsible for accepting all incoming shipments from the licensed distributor and inspecting all products prior to entering them into inventory. The Inventory Manager will reference a quality control (“QC”) checklist mounted in the shipping and receiving room to utilize for QC verification of all goods received into the facility. 16 CCR §5406. Product Labeling (Primary Panel and Information Panel) Per 16 CCR §5406, using the QC checklist, the Inventory Manager will verify the following: »The label on the product matches all contents on the certificate of analysis, including THC/ CBD content and weight; »The batch number is identified on the package of cannabis goods and matches the batch number on the corresponding certificate of analysis; »All goods meet the requisite standards of the California Department of Public Health (“CDPH”) and the Department of Food & Agriculture; and »The cannabis goods have not exceeded the identified best-by, sell-by, or expiration date, if one is provided. Edible Cannabis Products Per Cal. Bus. & Prof. Code §26130, edible cannabis products will: »Not be designed to appeal to children; »Not have a THC content in excess of 10 milligrams per serving; »Be delineated into standardized serving sizes if the cannabis product contains more than one serving; »Be homogenized to ensure uniform disbursement of cannabinoids throughout the product; »Be manufactured and sold under sanitation standards established by the CDPH, in consultation with the BCC, that are similar to the standards for preparation, storage, handling, and sale of food products; »Provide sufficient information to enable the informed consumption of the product, including the potential effects of the cannabis product and directions as to how to consume cannabis products; and »Marked with a universal symbol, as determined by CDPH through regulation. Packaging Verification Per Cal. Bus. & Prof. Code §26120(c), the Inventory Manager will verify that packaging for dried flower products includes: »The net weight of cannabis contained therein; »The source and date of cultivation, the type of cannabis or cannabis product, and the date of manufacture; »The appellation of origin, if any; »A list of pharmacologically active ingredients, including THC, CBD, and other cannabinoid content, the THC and other cannabinoid amount in milligrams per serving, servings per package, and the THC and other cannabinoid amount in milligrams; »A warning if nuts or other known allergens were used in the manufacturing; and »Information associated with the unique identifier issued by the Department of Food and Agriculture. Government Warning Label All government labeling should be present on the packaging at time of receipt, placed by the manufacturer or cultivator. The checklist has a space for government warning. The following warnings are for cannabis flower HAVEN 1-44 and manufactured products and should appear accordingly: a. For cannabis flower: “GOVERNMENT WARNING: This package contains cannabis, a Schedule I Controlled Substance. Keep out of reach of children and animals. Cannabis may only be possessed or consumed by persons 21 years of age or older unless a person is a qualified patient. Cannabis use while pregnant or breastfeeding may be harmful. Consumption of cannabis impairs your ability to drive and operate machinery. Please use extreme caution.” b. For manufactured cannabis products: “GOVERNMENT WARNING: This package contains cannabis, a Schedule I Controlled Substance. Keep out of reach of children and animals. Cannabis may only be possessed or consumed by persons 21 years of age or older unless a person is a qualified patient. This product contains cannabis, the intoxicating effects of cannabis products may be delayed by up to two hours. Cannabis use while pregnant or breastfeeding may be harmful. Consumption of cannabis impairs your ability to drive and operate machinery. Please use extreme caution.” (Cal. Bus. & Prof. Code §26120(c)(1)(A)). Packaging Verification Per 16 CCR §§5413 and 5303, the Inventory Manager will verify that the packaging of edible products meets the following requirements: »The package will protect the product from contamination and will not expose the product to any toxic or harmful substances; »The package is tamper-evident, which means that the product packaging is sealed so that the contents cannot be opened without obvious destruction of the seal; »If the product has multiple uses, the package is resealable; »The package will not imitate any package used for products typically marketed to children; »If the product is an edible product, the package is opaque. Amber bottles are considered opaque; and »The package is child-resistant. All products transferred to Haven must adhere to the following requirements per 17 CCR §40417(a): »An edible product, an orally-consumed concentrate, or a suppository must be child- resistant for the life of the product; »A package that contains more than a single serving is not required to be child-resistant if each individual serving is packaged in child- resistant packaging; and »Cannabis or a cannabis product intended to be inhaled or a cannabis product that is applied topically may utilize packaging that is child-resistant only until first opened if the package is labeled with the statement “This package is not child-resistant after opening.” The following packages are considered child- resistant per 17 CCR §40417(b): »Any package that has been certified as child-resistant under the requirements of the Poison Prevention Packaging Act of 1970 Regulations. 16 C.F.R. §1700.15(b)(1) (Rev. July 1995); »A bottle sealed with a pry-off metal crown cork style bottle cap, provided that the bottle contains only a single serving; and »Plastic packaging that is at least 4 millimeters thick and heat-sealed without an easy-open tab, dimple, corner, or flap, provided that the package contains a cannabis product that is only a single serving. Product Return Authorized Managers are the only individuals permitted to accept cannabis goods returns. No items collected as a return may be resold. Haven Managers have some discretion in accepting returns, however, all items defective in nature will be reclaimed. Should the customer wish to have a product replaced, Haven will replace the HAVEN 1-45 product with something of like nature and equal exchange value. 16 CCR §5410. Defective manufactured cannabis products returned by customers to Haven may be destroyed pursuant to 16 CCR §5054, or returned to the licensed distributor from whom the cannabis goods were obtained in accordance with 16 CCR §5053. When a customer returns a cannabis product, the following return information is entered in Blaze and METRC (16 CCR §5049(b)): »Date; »Time; »Product Type; »Customer Name; and »Reason for Return. Product Storage Conditions »The Vault Room will be connected to HVAC and dehumidification systems, which will be constantly maintained in good working order, to ensure products are stored in safe These systems will be routinely cleaned and serviced to ensure proper functioning. The cleaning schedule will be posted and tracked electronically, and maintenance reminders will be sent to staff automatically. »A display screen indicating the room temperature and humidity conditions will be on the outside of the door to the Vault Room. If the temperature and humidity levels are inconsistent, a service technician will be contacted to promptly resolve any issues. »The Vault Room will be equipped with air purification systems to eliminate cannabis and other odors and to remove airborne pathogens (See Section 3.5: Odor Control Plan). FMC §9-3309(j). »No common areas shared by unauthorized employees or other persons are connected in any way to the Vault Room. FMC §9- 3310(b)(1)(vi). Preservation of Cannabis Products Haven will implement several measures, per FMC §9-3310(b)(3), to ensure that products and our facility avoid contamination, including: »Food will not be permitted outside of the employee break area to ensure bugs are not attracted to any areas where product may be stored; »All cannabis products will be stored in a designated area free from contact with food or beverages; »Cannabis products will be stored in sealed, dry containers; »All cannabis products will be kept at least 6 inches from the floor to prevent contamination from accidents/disasters; »Cannabis products will be conspicuously labeled with unique package and batch information (including product receipt date) to allow Haven to use first in-first out inventory management and for easy quarantine, if necessary; »All cannabis products will be kept in a temperature-controlled area that will maintain the quality of the product; »All cannabis products will be kept in their original packaging for inspection; »Products will be stored in an orderly manner so that the packaging is not damaged; »Haven employees will notify a Manager if there is possible theft or the integrity of a product or packaging is compromised and is no longer in compliance with standards for sale or consumption; »Haven will maintain a separate area within the Vault Room for any products that are damaged, outdated, deteriorated, misbranded, opened or adulterated in any way. These products will not be sold to customers; rather, they will be destroyed and tracked in the inventory system pursuant to 16 CCR §5054; »All segregated and degraded products must be appropriately labeled so; and »Defective cannabis products will be placed in a secure waste receptacle and disposed of according to our Waste Management Plan. HAVEN 1-46 Cleaning Protocol »Employees with appropriate security clearance will have an assigned cleaning schedule for the product storage areas to keep the areas clear of germs, bacteria and bugs. »To verify the product storage areas are cleaned as scheduled, the GM will keep a cleaning log near the entrance of the Vault Room for employees to log the date, time, and persons involved in cleaning. »The GM will inspect the Vault Room regularly to ensure that they remain sterile environments. FMC §9-3309(n). 1.6.1.vi DELIVERY SERVICE PROCEDURE APPLICABLE LAW CCR: Title 16 §§5403, 5415-5421. FMC: §§9-309(d)-(e), 9-3309(k), 9-3309(i), 9-3310(a) (7), 9-3310(b)(3), 9-3331(d). PROCEDURE Haven will offer delivery to the residents of Fresno, providing a convenient option for customers who are unable to access the store or who simply opt for delivery. Haven foresees that delivery will be a crucial aspect of its business in light of COVID-19 and the ever increasing popularity of in-home delivery. Haven’s team is currently operating delivery in its existing locations and will model its Fresno delivery service after those locations. We will deliver cannabis within the City of Fresno between the hours of 9:00AM and 9:00PM. The 9:00PM cutoff will ensure that our drivers have sufficient time to arrive back at the retail store prior to our 10:00PM closing time. Minimum Requirements for Employment All delivery employees will be directly employed by Haven and must comply with the following: »Must be 21 years of age at the time of application and hire. FMC §9-3309(i) (1);Must possess a valid California Driver’s License and have a clean driving record; »Must be willing to receive extensive training in Blaze POS system (“Blaze”) and METRC, as well as extensive training on the applicable law associated with cannabis delivery; and »Must be willing to adhere to our company policies and procedures. Employee Training A detailed description of our employee training is provided in Section 2. In particular, Haven delivery drivers are trained on the following topics: »Cannabis regulations (local, state, federal) associated with the delivery of cannabis products; »Blaze and METRC; »Maintaining a clear and unbroken chain of custody, cash management, and inventory control; »Delivery driver safety; »Consumer identification, medical status verification and record keeping; »Safe techniques for carrying product from the vehicle to the customer; »Product education, recalls, and best practices; and »Order processing and customer service. Physical Location Procedures »The designated parking in the lot of Haven’s property will serve as the secure location for our delivery vehicles, both during business hours and after the close of business each day. »Records of all vehicle information (make, model, color, VIN, license plate, and DMV registration information) will be kept in an accessible file at our principal place of business, should the information be requested for emergency or any other purposes. »Records of all licenses, permits and property, liability, and worker’s compensation insurance will be kept in an accessible file at our principal place of business, and will be accessible upon request of the authorities. For a complete review of our Record Keeping Procedure, please see Record Keeping Procedure in Section 1.6.1.vii. HAVEN 1-47 Scope of Delivery Area Haven’s primary objective is to deliver cannabis products within the City. Should we have additional capacity beyond delivering to persons within the City, we will expand our delivery area to include neighboring areas within California, where applicable by law. Consumer Ordering Procedure »Consumers may place an order for delivery via our website, smartphone app, a secondary ordering platform, such as Nugg or Weedmaps, or by telephone. »Creation of Consumer Profile »Upon placing their first order, all consumers will be required to create a consumer profile. »Consumer profiles will include the name, address, DOB, phone number, and email of the consumer as well as a photograph of the consumer’s state issued identification (uploaded by the consumer if the consumer is ordering online/via mobile app). »Consumers intending to order for medical purposes will be required to provide the requisite medical documentation, which will be uploaded securely and directly to their consumer profile. »All consumers will be required to read and accept Haven’s delivery Terms and Conditions. »All consumers will be assigned a unique consumer profile number. »Consumers who place an order by telephone will be assisted by a customer service associate who will manually create a consumer profile for the caller. Upon delivery, the delivery team member will verify the consumer’s personal documentation, scan it, and add it to the consumer’s profile. Product Information and Education When ordering electronically, all consumers have the opportunity to review product information, including: »Product origins; »Customer reviews; »Known effects of use; »Known medical uses; and »Ingredients. Order Fulfillment Process Upon receipt of an order (electronically or telephonically), a Haven order preparation employee will initiate the order fulfillment process, which includes the following: Confirmation of Order Details »Confirm that the address provided for delivery is a private address not located on publicly owned land or in a building leased by a public agency. »Confirm that consumer’s age is at least 21 years of age for adult-use orders or at least 18 years of age for medical use orders (which will require appropriate documentation). FMC §9-3309(i)(3)-(4). Removal from Inventory & Packaging »Remove from inventory all-products necessary to fulfill the order. »Confirm that all products contain the requisite label warnings and packaging according to law; and »Tag orders with designation slip which contains the following information: »Name and Address of Retailer; »Name and Employee ID # of delivery employee responsible for delivery of order; »First name and Employee ID # of fulfillment employee; »Date and time of order placement; »Customer’s name, address, telephone number, and retailer-assigned consumer number; »Detailed summary of order with an itemized list of products purchased and cost, including product weight, volume, or other measure as applicable; »Fee summary (total amount) including taxes and fees, cost of goods, and delivery fee; and »Upon delivery, date and time delivery was made and consumer signature. HAVEN 1-48 Product Tracking Procedures We use Blaze for inventory tracking, recording and reporting sales, housing consumer profiles (including secure storage of medical records), creating reports, transport manifests, providing educational materials, etc. »Every product intended for retail through our delivery service, must be properly labeled, tagged, and scanned into our inventory system upon arriving at our facility. »Any and all products being removed from inventory to fulfill a delivery order must be scanned into Blaze to alert the system that the item is being transported for delivery. »The identity of the delivery associates removing the product from our facility will be noted in Blaze. »Upon delivery, the product will be scanned again and marked as delivered to notify our POS that the product is no longer in our inventory. »Transport manifests will be printed once per day for management’s review. Manifests include the following information: (i) delivery vehicle used in delivery; (ii) delivery associates assigned; and (iii) products delivered. Delivery Associate Duties Per FMC §9-3310(b)(3), the following duties apply to delivery drivers: »The assigned delivery associate will pick up order(s) from the processing department. »Utilizing GPS, the delivery associate will plan the most efficient route for executing delivery order(s). »The delivery associate (during each trip) will: »Carry a copy of the following items: company’s current state and city licenses (Type 10), employee’s government issued ID, and company issued ID card. FMC §9- 3309(k); »Ensure the cannabis goods and/or cash are placed in a secure cage or lockbox (not visible to the public) at all times unless being transferred to customer or dispensary management; and »Allow inspection by all BCC personnel (upon providing proper identification) while en route or at the delivery dispensary. »The delivery associate (during each trip) will not: »Remove product from dispensary in excess of $ per delivery trip, and no more than $ of products for which a delivery order has not yet been received; »Leave Haven’s premises with cannabis unless at least one delivery order has already been received and processed; »Leave cannabis goods in an unattended motor vehicle unless the vehicle is locked, parked in a well-lit and secure location, and equipped with an active alarm system; »Violate any parking regulations (parking in disabled person’s spot, a loading zone, a red zone, a specified private or designated spot, or any non-public location); »Carry any weapons; »Consume cannabis goods, alcohol or other controlled substances while delivering cannabis goods to consumers or at any other time during their shift (unless for medical purposes within the legal limits of the law); »Deviate from the delivery path except for rest, fuel, vehicle repair, or because road conditions make continued use of the route unsafe, impossible or impracticable; »Allow for delivery of product to anyone other than the consumer specified on the order AND at the location specified on the order. Should this information be unverifiable or change, delivery associate will under no circumstances release the product, and will return it to the dispensary; »Disable the GPS device; or »Disobey traffic laws. Delivery of Product Upon arrival to delivery location, the delivery associate will: »Confirm physical delivery address; »Locate safe, legal parking and remain with HAVEN 1-49 the vehicle at all times; »Remove pre-packaged order from lock box and transport to delivery door by discretely carrying the product in opaque packaging; »Confirm identity, age, and address of the consumer by checking consumer’s driver’s license or other government issued ID and matching it to the name on order; confirm order with consumer; and scan any identification information not included in consumer profile (such as a driver’s license or medical documentation); »Upon appropriate verification, transfer order and all associated documentation to consumer; and »Update Blaze with confirmation of delivery. Delivery Vehicles Haven anticipates operating two (2) delivery vehicles at any one time. We will use vehicles that are environmentally friendly and possess advanced driver safety features and crash avoidance technology. It is our desire to leave as little a carbon footprint as possible. (See Environmentally Conscious Procedures & Practices for more specific details on Haven’s eco-friendly practices.) Our delivery vehicles will be fully electric with an onsite vehicle charging station. Company vehicles will be enclosed and will bear no markings that identify them as cannabis delivery vehicles. FMC §9-3310(a)(7). All vehicles will at all times be owned by Haven, insured, and properly licensed/registered. Vehicle GPS Haven’s vehicles will be outfitted with a dedicated Global Positioning System (GPS) device owned by Haven. The GPS will be affixed to the delivery vehicle and will remain active and inside the delivery vehicle at all times during delivery. Haven will be able to identify the geographic location of all delivery vehicles on the road in order to provide this information to the BCC or the City upon request. FMC §9-3310(b)(3), 16 CCR §5417(d). Vehicle Security Haven’s vehicles will be equipped with a lock box to ensure cannabis goods and/or cash are not visible or accessible to the public. Goods and/ or cash will only be removed from the lock box for the purpose of transferring to consumer or to dispensary management. Vehicles will also be equipped with dash-cams to ensure the safety of our delivery associates. (For additional security measures, see Section 5: Security Plan.) Acceptable Forms of Payment Delivery associates can accept payment in the form of cash, credit card, and/or debit card. If a consumer provides a credit/debit card as payment, the delivery associate must confirm that the name on the card matches the consumer’s photo ID. Payment Procedure At the time of delivery, the delivery associate will: »Confirm receipt of payment and then transfer the order to the consumer; »Obtain a signature receipt from consumer upon delivery regardless of payment type; and »Place any cash received as payment in the lock box for safekeeping upon returning to the vehicle. Reconciliation and Closeout At close of business day or end of a shift, the delivery associate will: »Return all (tampered and non-tampered) products to management for disposal or reintroduction to inventory; »Reconcile accounts and verify all delivered orders; »Confirm all orders, inventory updates, deliveries, and consumer provided information has been updated in Blaze; and »Reconcile petty cash, close-out daily cash, file all executed orders with management, and report any issues to management. HAVEN 1-50 1.6.1.vii ADDITIONAL STANDARD OPERATING PROCEDURES Haven incorporates additional SOPs into our daily operations. Please see the following SOPs which also play an important role in our successful day-to-day operations. CUSTOMER EDUCATION Haven’s leadership team prioritizes the development and delivery of quality cannabis education for both employees and customers. While some customers may be experienced in cannabis consumption, with the growth of the recreational market, many are new and inexperienced. Whether an expert or a novice, Haven feels obligated to ensure that all who enter the dispensary are provided with full educational opportunities on the products offered, potency of each product, effects one may experience during consumption, etc. Providing education and support to customers is essential to achieving overall safe use. With Haven’s in-depth education and support program, each customer will be provided with the most up-to-date information on the products we retail. Haven’s Customer Education Plan offers multiple formats of content available for review: »On-line Resources; »On-site Consultations; »Telephone Consultations; »Printed Resources. Employee Education As a customer enters Haven, their first interaction is with a member of Haven’s staff. The only way to provide customers with high quality education and information on products we retail, is to first ensure that all employees are provided top- notch training. For an in-depth understanding of our employee training and education protocol, please see the section just prior to this section. Online Resources In today’s society, it is imperative that a customer be provided with on-line resources in order to research products of interest at the click of a button. Just as a consumer will utilize Google to locate information and reviews on an appliance they intend to purchase, Haven provides customers with a fully developed database of information to conduct the same sort of research, prior to purchase or use. For ease, customers may access information related to cannabis use directly on Haven’s company website. Upon opening Haven’s location in the City, Haven intends to develop a website specifically tailored to the local consumers. In the same, for mobile users, Haven intends to develop an app for mobile use, including the same information. The on-line access will include the following information (at the very minimum): »Complete Consumer Handbook (see topics below); »Brand Specific Literature; »Product Information (provided by the manufacturer); »Consumer Reviews; »Cannabis Strains; »Dosage & Potency; »Side-Effects; »Recommended Methods for Consuming; »Federal Regulations re Possession; »State Regulations re Possession and Public Consumption; »Local Regulations re Possession and Public Consumption; »Recall Information; »NIDA website info. ON-SITE CUSTOMER EDUCATION Haven Home Page Find Your Haven c,._,,.,,,,,,,.,,.,s..n,,,,,,co1~~'"',,,,.."''f wi1l,f"'i",i,"'1 ,tau,uut4,~UH)~am/,ia,iu. 1-51 For those purchasers who prefer to receive educational information in person, as opposed to electronically, Haven has developed a robust plan executed within the dispensary. Purchasers who prefer to receive information on-site may access visual, audio, and physical learning options. Consumer Consultation/Orientation Each consumer, upon entering Haven, will be required to create a consumer profile. At the time a customer first registers their consumer profile, they will be offered the opportunity to have a consultation and orientation with a trained employee. The orientation is optional but includes a detailed discussion of products and services available in relation to the consumer’s needs. Consultation may take place in the reception lobby or while walking through the store. Consumer Handbook For those who do not wish to have a consultation, Haven has developed an in-depth look at cannabis and cannabis use, structured in the form of a consumer handbook. This handbook is available in an electronic form emailed directly to the consumer, visible in-store on one of the preloaded iPads, or in paper form for those who specifically request a paper copy (in the interest of protecting the environment, these are only available upon request). For visually impaired individuals, Haven will gladly provide a printed consumer handbook with larger fonts. The handbook contains over 26 pages of the following information: Consumer Safety and Health Guidelines; »Globally and those provided by the Department of Public Health. »Resources provided by NIDA available at www.drugabuse.gov/publications/drugfacts/ marijuana Cannabis Law Overview »Federal, State, Local; An Introduction to the Cannabis Plant; The Endocannabinoid System and Cannabinoids; Understanding Terpenes; Effects of Cannabis; Sativa vs. Indica; Guide to Using Cannabis; Dosage, Forms, and Potency; Side Effects of Using Cannabis; Applications for Cannabis and Cannabinoids; Cannabis’s Potential Interactions with Other Substances; Ailment-Specific Strains; Substance Abuse Prevention »List of Local Rehab Facilities & Programs. Haven Home Page Haven Online Ordering ~Pi<kUp ot HAVENM•rwo<>d Flower S!>Op......,, .. _,.,.,o,top-_, __ 10ltt .. lromj>1omiume.oi!Olnia11'-•"'""-=~·C-ltomolol,.,...1....,..1te,u __ .....,,,..,.k...,.,_i.,_ -----J _..-.,. . .,_ _...._.w_ T_.....,_ . .....,,,.. ...,c..,, ...... a..---·"'-'-'-< - --- - HAVEN Are you over 21? *Or 18+ with a valid medical recommendation. EIHH++ No 1-52 Preloaded Product iPads The majority of Haven’s products will be displayed (to meet safety and security protocols) in display cases. Where feasible, stationed at each display case, is a preloaded iPad stocked with educational information related to the products therein. Consumers can easily browse information related to a specific product by thumbing through the iPad. Information provided by the manufacturers of the brands Haven carries, will be accessible under each product profile on the iPad. Topical Video Presentations Multiple times throughout the day (if not on a constant loop), Haven will have a brief video playing that summarizes the most important points associated with cannabis consumption. As this video is constantly playing, customers may come in and watch whatever length they wish. These brief topical overviews will cover the following categories: »Federal/State/Local Law associate with the possession and consumption of cannabis products; »Cannabis Strains; »Dosage & Potency; »Side-Effects of Use »Department of Public Health Educational Information located at https://www. drugabuse.gov/publications/drugfacts/ marijuana Seminars/Lectures/Guest Speakers In an effort to provide as many resources to purchasers as possible, Haven will offer a monthly lecture series. Several of the events are specifically devoted to the discussion of cannabis related topics. Specifically, Haven will arrange for medical professionals to come and speak to interested consumers on both cannabis related and other important topics such as: »Substance Abuse: »Mental Wellness; »STD awareness; »Medical Properties of Cannabis; »Strains Specific Uses. Additional speakers will be invited to discuss topics such as: »Diversity; »Resume Writing; »Cannabis Careers, »Product Development, »Changes in Federal, State and Local Law. Consumer Reviews Haven believes that one of the most important pieces of information available to consumers, Example page from Consumer Handbook REDUCES CONTRACTIONS OF SMALL INTESTINE TRANQUILIZING / PSYCHOSIS MANAGEMENT PREVENTS NERVOUS SYSTEM DEGENERATION INHIBITS CELL GROWTH IN TUMOURS / CANCER mm Calm $53.00 r.,..,,..._., r ... 1,nllololffp0<-lrOffllCl!t1ondJ>IOll$.OOOl .. l'O'J(Mlf .. c __ ,,c., .... Atto,v,clnc.,.,_,.....,..,.,111...,,...,.ot,.,..,.,cu1,.,11,o,,.,tn 1 ............... 111o. _________ CD_•_@_® _____ j 1-53 are consumer reviews. These reviews allow individuals who have utilized a product to directly report their experience in use. Haven’s website and app both will have the capability for a consumer to review any and all products retailed. Consumer reviews will not be removed unless they are extremely offensive (in language or content) or do not adhere to the law. While Haven values relationships with our vendors and hope that all products will receive favorable review, consumer safety outweighs pleasing vendors. Haven will uphold the integrity of the consumer review process. IN-STORE SIGNAGE Signs FMC §9-3309(h) Throughout the dispensary, signs will be posted rendering a variety of messages related to the use of cannabis in both the State and US. Haven will place all signs in areas where cannabis and cannabis-infused products are sold. Haven is more than willing to translate cannabis signage into all languages recommended by the City or related to the customer population base. Posted signs will include the following: »Smoking, ingesting, or otherwise consuming cannabis or cannabis products on the premises or in the areas adjacent to the business is prohibited. »Cannabis will only be sold to individuals over the age of 21, unless in possession of a proper physicians recommendation. »Cannabis consumption can impair cognition and driving, is for adult use only, may be habit forming, and should not be used by pregnant or breastfeeding women. »Edible cannabis-infused products were produced in a kitchen that may also process common food allergens. »The effects of cannabis products can vary from person to person, and it can take as long as two hours to feel the effects of some cannabis infused products. Carefully review the portion size information and warnings contained on the product packaging before consuming. »Purchase and possession of marijuana is federally illegal as marijuana is a Schedule 1 drug. CASH HANDLING PROCEDURE As a rule, Haven minimizes the amount of cash we take hold of and keep on site; however, we have strict controls in place for cash handling. SOPs are implemented to address all aspects of cash handling, including security measures to ensure the safety of employees and to prevent loss. Electronic Payments Haven will accept electronic payments to minimize the number of cash transactions that take place on site. Based on our experience operating multiple retail locations, we project that approximately 40 percent of sales at our Fresno location will be conducted in cash. We expect about half of those transactions to utilize cash withdrawn from our on-site ATM directly before purchase. 24-hour Surveillance Per FMC §9-3309(e), all guest transactions will be recorded via Blaze and we will produce electronic and hard copy documentation of any cash transaction. CANNABIS Will only be sold to individuals over the age of 21, unless in possession of a proper physicians recommendation. EDIBLE Cannabis consumption can impair cognition and driving, is for adult use only, may be habit forming, and should not be used by pregnant or breastfeeding women. HAVEN ~--------~ I 1 l l J j 1 1 . 1 1-54 Reconciliation Cash Storage Banking/Secured Vault Secured Transport HAVEN 1-55 Vendor Payments/Taxes Staff Training In order to implement these procedures effectively, Haven will train its staff routinely to ensure that: »Cash shall be kept out of view of general staff and public; »The counting of cash will be limited to a designated and secure office inside the store; »All POS stations are under video surveillance and allow for the recording of facial features of any person purchasing or selling cannabis goods, or any person in the retail area, with sufficient clarity to determine identity. »The cash safe and all cash counting will be under video surveillance; »All cash is placed in the safe and/or removed from the location to a more secure location as soon as possible. Employees will be trained in the above procedures as well as being instructed in maintaining personal security discipline. If a robbery does occur, employees will be instructed to relinquish any cash or product at hand without resisting in order to avoid injury to themselves or others. Adherence to specific policies and procedures regarding the handling of cash is the most effective method of reducing the risk of theft and of decreasing risk to personal safety. INVENTORY CONTROL PROCEDURE APPLICABLE LAW CCR: Title 16 §§5033, 5034, 5036, 5037, 5042-5045, 5048, 5049, 5052.1, 5053, 5054, 5422-5424, FMC: §§9-3309(e), 9-3310(a)(3)- (7), 9-3310(b)(1), 9-3310(b)(3), 9-3310(b)(5), 9-3331(a), 9-331(c)-(d). PROCEDURE Haven will strictly track the location of all cannabis inventory on our premises through a comprehensive inventory management system, which includes providing in depth employee training, logging items into Blaze and METRC when they enter Haven’s inventory, tracking every movement of product within the facility and while out on a Haven delivery within Blaze, syncing all sales data with METRC, and storing products in highly secure limited access areas. FMC §§9-3309(e), 9-3310(b)(1)(xvii), 9-3310(a) (5). Ingress/Egress Access Control All guests, patients and visitors will enter the site through the main door via the Secured Entry “Reception/Check In” lobby in order to access the retail showroom. Guests will be required to present a valid ID and will be logged into the store via an electronic system that checks their date of birth and their cannabis purchase limits. Medical patients will be required to present a valid California Medical card, as well as a valid ID. Guests and patients will only be allowed into the Retail Sales Floor once they have been verified and security has verified that they are not carrying any weapons or acting in a threatening or suspicious manner. Security will ask entrants to remove helmets, head gear or oversized glasses that restrict the capture of their face on security cameras. Intoxicated individuals will not be allowed to enter the Retail Sales Floor. Guests HAVEN 1-56 and patients will leave the Retail Sales Floor via the exit door that opens into the “Reception Area”. All employees will enter through the main lobby door as well, but will be required to provide the security personnel on duty with their security badge which includes a photo. Security will conduct a bag check on the way in and a bag check on the way out (with employee consent) to ensure employees are not bringing prohibited items into the store, and not leaving with products that have been diverted on the way out. Employees are required to place their personal belongings in an employee locker, where they remain during their shift. All employee check-ins will be recorded and reviewed when necessary. Inventory Control Employee Training As a condition of employment, all Haven employees are required to complete extensive training on the proper receipt, storage, packaging and tracking of inventory. Employee training includes both hands-on learning, where new employees shadow experienced employees, and lecture style presentations. All employees must pass a training exam prior to handling cannabis goods. Specifically, Haven trains employees on the following procedures: »The multiple steps involved in receiving inventory, entering product into the METRC integrated software system, and obtaining Manager verification; »Proper inventory storage, which consists of cannabis goods being stored in secured, temperature controlled, limited-access Vault Room and handled only by employees with proper authorization; and »Understanding the Blaze and METRC system. »Employees will receive continuing education regarding any updates of laws, regulations or Haven’s POS and inventory control procedures. Product Storage Security Measures Haven incorporates a multitude of security features and policies to protect cannabis products onsite, as detailed fully in Section 5: Security Plan, which include the following: »Guests may not access the Retail Sales Floor until they have presented photo identification and have been buzzed in by a Haven Front Desk employee. FMC §9-3310(a)(4). »The Retail Sales Floor contains the bare minimum amount of product necessary for display purposes. The majority of items on the Retail Sales Floor are in display (dummy) packaging and do not contain actual cannabis products. FMC §9-3310(a) (5). »All cannabis products are stored in the secured limited-access Vault Room, which is locked with a double deadbolt and key code locked door. FMC §9-3310(b)(1)(vii). »Only company Managers and employees with appropriate security clearance will have access to the Vault Room. »Any authorized individuals, such as outside vendors, contractors, or other persons conducting business that require access to the limited-access areas, may only enter a cannabis storage area if they are escorted and attended by an employee. Haven will maintain a record of all authorized individuals who are not employees that enter the limited- access area. 16 CCR §5042. »All movement of products throughout the facility will be clearly captured on video surveillance. Haven’s premises will be monitored by digital surveillance cameras and alarm systems that will be active 24 hours a day, as well as by security staff who will be stationed at the entrances and exits to the property. FMC §§9-3310(b) (1)(viii)(1), 16 CCR §§5044 & 5045. Each camera will be placed in a location that clearly records activity and persons within 20 feet of all points of entry and exit on the premises, limited-access areas, point-of- sale areas, areas where cannabis goods will be displayed for sale, storage areas, packaging and loading areas, and security rooms. Surveillance recordings will be kept for a minimum of 90 days. FMC §§9-3310(b) (1)(viii)(4), 9-3310(b)(1)(viii)(6)-(7), 16 CCR §5044. HAVEN 1-57 Product Storage Conditions For detailed information on our product storage procedures, please refer to Quality Control Procedure. Receiving Cannabis Products For detailed information on our procedures for receiving deliveries, please refer to Section 1.6.1.ii: Procedures for Receiving Deliveries. Records Haven can generate inventory logs of all inventory. At any point in time, an inventory log can be printed, which identifies the location of products within Haven’s facility (or out for delivery). When products are sold in-store, the guest will be provided with a detailed sales receipt. When products are delivered, the delivery employee will provide a detailed sales receipt to the customer and retain a copy with the customer’s signature. Blaze and METRC allow Haven to electronically log all products and account for all inventory at all times. FMC §9-3331(c). Removing Cannabis Products From Inventory Products will only removed from inventory for the following limited reasons: »A product is sold and accompanied by a sales receipt; »A product is packaged for delivery and carried on the delivery route; or »A product has defects or is recalled. It will be logged accordingly in Blaze and METRC. Inventory for Delivery Our inventory management for delivery is consistent with our storefront inventory management protocol with the following differences: »Any product removed from inventory to fulfill a delivery order will be scanned into Blaze to alert the system that the item is being transported for delivery. »Before leaving Haven, the delivery driver will have a delivery inventory ledger including (16 CCR §5418(e)): »Type of good; »Brand; »Retail Value; »METRC ID; and »Weight, volume, or other accurate measurement of the cannabis good. »The identity of the delivery associate removing the product from our facility will be noted. »Upon delivery, the product will be scanned again and marked as delivered to notify the POS that the product is no longer in inventory »Transport Manifests will be printed once per day and provided for Management’s review. Manifests include: (i) Delivery vehicle used for the delivery; (ii) Delivery associate assigned to the delivery; and (iii) products delivered. For more detailed information on our delivery driver and product security procedures, see Delivery Service Procedure. Inventory Reconciliation For detailed information regarding Haven’s Inventory Reconciliation practices, see Section 1.6.1.iii Point-of-Sale System. TRACK AND TRACE PROCEDURE APPLICABLE LAW CCR: Title 16 §§5048-5052.1, 5054, 5411; FMC: §9-3309(e). PROCEDURE In accordance with both local and State regulations, Haven employees will enter all transactions into METRC within 24 hours of occurrence. In combination with METRC, all employees will utilize Blaze, which is METRC certified and fully capable of integration, for additional tracking purposes. Per 16 CCR §5048, prior to engaging in retail operations, Haven will take the following steps to ensure compliance with local and State track- and-trace requirements. Pursuant to Cal. Bus. & Prof. §26067(b), all information received and contained in METRC will be confidential and will HAVEN 1-58 only be made available or viewed by those fully authorized by law. Implementation of Track and Trace Immediately upon licensing, but prior to engaging in any retail sales, Haven will create an account with METRC. 16 CCR §5048(a). Assignment of an Account Manager Haven will designate one of its owners as METRC Account Manager (“AM”). Should additional assistance maintaining the system be necessary, the AM will authorize an additional owner or employee as a system user and ensure full and complete training on the system before access or use. The AM and each designated user will be assigned a unique log-in and are only permitted to access METRC using their assigned and unique logins. An employee is never permitted to use the login of another employee. The following responsibilities are designated to the AM. 16 CCR §§5048(b)(1)-(e). »Attend and successfully complete all required New Business System Training sessions (including orientation, webinars, continuing education, and advanced topics) offered through Franwell Inc. »If required training was not completed prior to receiving an annual license, sign up for and complete State mandated training within five (5) business days of license issuance. »Maintain a complete, accurate, and up-to- date list of all METRC users, consisting of their full names and login information; and »Strictly monitor all compliance notifications from METRC and resolve any issues detailed in a compliance notification. Maintenance of Compliance Notifications Haven will keep a record of all compliance notifications received from the State, indicating how and when compliance was achieved. If compliance cannot be met within three (3) business days of receiving a compliance notification, Haven will notify the BCC immediately by submitting the Notification and Request Form, BCC-LIC-027. 16 CCR §5048(e). Reporting Haven will generate METRC reports within twenty-four (24) hours of each transaction. All reports will be stored electronically (unless otherwise required) according to our Record Keeping SOP. 16 CCR §5049. Haven employees will enter all cannabis activity into the METRC system, including: »Sale and transfer of cannabis goods; »Receipt of cannabis goods from distributors; »Return of cannabis goods which do not comply with the law; »Destruction and disposal of cannabis goods; and »Laboratory testing and results once received by distributors. For each activity entered in METRC, the following information will be recorded: »Name and type of the cannabis goods; »Unique identifier (UID) of the cannabis goods; »Amount of the cannabis goods, by weight or count, and total wholesale cost of the cannabis goods, as applicable; »Date and time of the activity or transaction; and »Name and license number of other licensees involved in the activity or transaction. If cannabis goods are being destroyed or disposed of, we will record in METRC the following: »The name of the employee performing the destruction or disposal; »The reason for destruction and/or disposal; »The entity disposing of the cannabis waste; and »A description for the destruction/disposal, including, but not limited to, (i) spoilage or fouling of the cannabis goods or (ii) any event resulting in damage, exposure or compromise of the cannabis goods. HAVEN 1-59 Loss of Access Should a loss of access to METRC occur for any reason, Haven will prepare and maintain comprehensive records detailing all commercial cannabis activities that were conducted during the loss of access or connectivity. Blaze will aid in this process by providing back up storage of transaction records. 16 CCR §5050. In addition to maintaining detailed records, we will: »Document and immediately notify the BCC as to when access/connectivity to the system was lost, when it was restored, and the cause of loss, if known. »Enter, within three (3) calendar days of regaining access/connectivity to METRC, all transactions which occurred during the period of loss of access/connectivity. »Ensure that no cannabis goods are transported, received, or delivered until system connectivity is restored. We will submit all loss notifications on Form BCC- LIC-027. Reconciliation For detailed information on reconciliation, see Section 1.6.1.iii Point-of-Sale System. Acceptance of Shipments Haven will fully comply with all State regulations regarding the acceptance and/or rejection of full shipments of cannabis products. 16 CCR §5052.1. We will: »Only accept a shipment of goods that is accurately reflected on the sales invoice or receipt; »Reject portions of a shipment containing damaged items; »Reject any portion of a shipment that contains expired or mislabeled products; and »Record all rejection of cannabis shipments, whole or in part, accurately in METRC and indicate on any relevant manifest, invoice or sales receipt, the specific reason for the rejection. Cannabis Waste Haven fully abides by State regulations relating to the disposal of cannabis goods, including destroying all cannabis goods prior to disposal. Haven will use Gaiaca Waste Revitalization as its cannabis waste management company. We will report all cannabis waste activities, up to and including disposal, into METRC. (See Waste Management SOP). 16 CCR §5054. Free Giveaways In compliance with California law, Haven will not provide free cannabis goods to any person or advertise free cannabis goods. We will not allow our employees to provide free cannabis goods to any person on our licensed premises. However, the Denis Peron and Brownie Mary Act of 2019 (Cal. Bus. & Prof. Code §26071) allows Haven to donate cannabis to medicinal patients in need or to partner with non-profit programs that provide medicinal cannabis. Any medicinal cannabis goods qualified as “Free Cannabis Goods” will be properly recorded in METRC as belonging to Haven prior to providing it to a consumer patient or caregiver. 16 CCR §5411. Recalled Products Haven will accurately enter all products which have been recalled into METRC. See Recall Procedure for more details. Inventory Control Plan Haven will demonstrate its capacity for tracking the location of all cannabis or cannabis products and the ability to reconcile on-hand inventory with the records in the track and trace database. FMC §9-3309(e). RECORD KEEPING PROCEDURE APPLICABLE LAW CCR: Title 16 §5037; Title 18 CCR §§1698 & 4901; Cal. Bus. & Prof. Code §§26160 & 26162.5; FMC: §§9-3309(e), 9-3310(b)(1)(xvii), 9-3331(a)-(d), 9-3335(b). PROCEDURE At the start of each business day, the floor Manager is responsible for confirming Haven’s electronic files are uploaded properly to Blaze’s cloud-based servers. If an error occurs, management will immediately contact Blaze technical support. In the event of a connection failure, management will print hard-copies of all HAVEN 1-60 new electronic files and maintain these files until connectivity is operational again. Whether electronically stored on our state-of- the-art electronic storage system (our preferred method of record retention), or (as a back-up) maintained in physical form in a secured and protected area, all company records are handled by employees according to our strict statutorily based record keeping policy. Haven will make records immediately available to the BCC or City Manager upon request. To properly comply with the record keeping standards set by the BCC, Haven will maintain current copies of the following records and preserve them for a minimum of seven calendar years: »Financial Records (bank statements, sales invoices, receipts, tax records, and all records required by the California Department of Tax and Fee Administration under 18 CCR §§1698 & 4901). »Security records, except for surveillance recordings which are only retained for 90 calendar days. »Personnel records, including each employee’s full name, social security or individual taxpayer identification number, date employment began, and the date of termination (if applicable). »Training records, including, but not limited to, the content of the training provided and the names of the employees that received the training. »Contracts with other licensees regarding commercial cannabis activity. »Permits, licenses, and other local authorizations to conduct the licensee’s commercial cannabis activity. »Records relating to the composting or destruction of cannabis goods. »Documentation for data or information entered into METRC and Blaze. »All other documents prepared or executed by an owner, employee, or an assignee in connection with the licensed commercial cannabis business, including those required as part of METRC regulations. In addition to the records listed above, Haven strictly complies with all local and state METRC record keeping policies. FMC §9-3310(b)(1) (xvii). Security Requirements Each licensee must maintain video surveillance recordings for a period of ninety (90) days and must make such video recordings available to the City upon demand. FMC §9-3310(b)(1)(viii) (3)-(5). Cannabis Business Licensing Operating Requirements City officials, including the City Manager’s Office or Treasurer-Tax Collector, may inspect the commercial cannabis operation’s records, books, accounts, financial data, and any and all data relevant to its licensed activities for the purpose of conducting an audit or examination. FMC §9-3331(a). Cannabis Business Licensing Operating Requirements It is unlawful for any person to impede, obstruct, or interfere with an inspection, or the review of the copying of records and monitoring (including recordings) including, but not limited to, the concealment, destruction, and falsification of any recordings or records. FMC §9-3335(b). Inventory Control Plan Haven will demonstrate its capacity for tracking the location of all cannabis or cannabis products and the ability to reconcile on-hand inventory with the records in METRC. See Section 1.6.1.vii: Inventory Control Procedure for more specific information on Haven’s Inventory Control Procedures. FMC §§9-3309(e), 9-3310(b)(3), 9-3331(c). HAVEN 1-61 PRODUCT TESTING PROCEDURE APPLICABLE LAW / POLICY CCR: Title 16 §§5303-5307.2, 5406, 5408(a)(3), 5411(b)(2), 5700-5739; Cal. Bus. & Prof. Code §§26100-26106, 26120; FMC: §9-3309(f). California and Local Policy In California, no cannabis product may be retailed without having first undergone and passed the appropriate testing procedures conducted by a licensed ISO/IEC 17025 accredited testing facility. Company Zero Tolerance Policy Haven has a zero tolerance policy regarding products which have not met the testing requirements of the State. Employees who are involved in the purchase of products from an unlicensed distributor or who engage in the sale of untested products are subject to immediate termination. PROCEDURE To ensure all products retailed at Haven meet the State’s testing requirements, we enforce the following internal procedures: Extensive Employee Training Educating employees properly is the first line of defense in preventing consumer harm. To adequately protect consumers, we educate employees on our internal company procedures to verify proper product testing and the State’s product testing requirements. Confirm Validity of State License »We only purchase products from licensed distributors. FMC §9-3309(f). »Prior to engaging in business with a distributor, the GM will request a copy of the distributor’s California issued cannabis license and confirm its validity. A copy of the license will be retained per our Record Keeping Procedure (“RKP”). »The GM will confirm that all batch testing initiated by a licensed distributor is conducted by a licensed testing laboratory which has obtained ISO/IEC 17025 accreditation. »The GM will request a copy of the testing laboratory’s California issued license and confirm its validity. A copy of the license will be retained per our Record Keeping SOP. Confirm Testing/Labeling Requirements Testing facilities working with our distributors are expected to fully comply with the State of California’s regulations including, but not limited to, testing for: (1) Cannabinoids, (2) Foreign material, (3) Heavy metals, (4) Microbial impurities, (5) Mycotoxins, (6) Moisture content and water activity, (7) Residual pesticides, (8) Residual solvents and processing chemicals, and (9) Terpenoids. 16 CCR §§5303-5307.2 & 5700-5739. Certain products require a label containing the list of pharmacologically active ingredients, including, but not limited to, tetrahydrocannabinol (“THC”), cannabidiol (“CBD)”, and other cannabinoid content, the THC and other cannabinoid amount in milligrams per serving, servings per package, and the THC and other cannabinoid amount in milligrams for the package total. Edible products will also be labeled with a list of generic food ingredients and a warning if nuts or other known allergens are used. Prior to including a product in our inventory, the GM will ensure that tested products are labeled accordingly. All testing information will be entered into Blaze and METRC. Testing Sample Per 16 CCR §§5305 & 5706, the GM must confirm with the licensed distributor that: »The proper batch size was tested; »The distributor was physically present to observe the laboratory employee obtaining the sample of the product for testing and that increments were taken from throughout the batch; »A video recording, with verbal affirmations, was taken of the testing process; »The testing facility and distributor signed and dated a chain of custody; and »The distributor did not assist the laboratory employee nor touch the cannabis goods HAVEN 1-62 or sampling equipment while sample was being obtained. Confirm Record of Testing Results (Certificate of Analysis) The GM will confirm that all testing results are recorded by the laboratory on the certificate of analysis within the past 12 months. In regard to any product we carry, we reserve the right to: »Confirm with the testing laboratory that the required tests were conducted; and »Request (and retain) the certificate of analysis. Should the validity of product testing be of concern to the GM, a full-scale investigation will be launched with a detailed review of the data provided by the testing laboratory. As a final step, the GM will ensure that all testing data is recorded properly in METRC. 16 CCR §§5306 & 5307. Conduct Product Inspection Following confirmation of compliance with 16 CCR §5305, the GM will: »Confirm the shipment received from the distributor matches the shipping manifest; »Inspect the physical product to confirm proper labeling and verify that it has not exceeded its expiration or sell-by date (if one is provided); »Confirm the product’s presence in METRC to accurately preserve the chain of custody and review/confirm the testing results; »Identify any questionable products, contact the distributor, and arrange for return of non- conforming products. Products returned as non-conforming must be noted as such in METRC; and »Clear products for sale, enter them into inventory, and make them available to consumers. RECALL PROCEDURE APPLICABLE LAW U.S. Food & Drug Administration Regulations: Title 21; Code of Federal Regulations §7; CCR: Title 17 §§40297, 40205, 40290, 40512; Cal. Bus. & Prof. Code §26132(a). PROCEDURE Haven’s recall procedures quickly and efficiently prevent the sale of recalled products, notify consumers of recalled items, and minimize the risks and harm to consumers within 24 hours of issuing a recall. Products under Haven’s control may be recalled for the following reasons: »A manufacturer or distributor issues a recall notification; »Fresno County Department of Public Health (“FCDPH”) or the State Department of Public Health (“CDPH”) issues a notification that a product Haven retails is under investigation for having been adulterated or misbranded; or »Haven receives consumer complaints or negative reviews about a product it retails, Haven’s management team reviews the complaints/reviews, and the investigation reveals that the product poses a potential risk to consumers. Recall Coordinator Haven will appoint an employee to serve as its Recall Coordinator (“RC”). The RC’s duties include, but are not limited to: »Reviewing any recall correspondence received from a manufacturer, distributor, FCDPH or CDPH on a daily basis; »Reviewing any negative consumer reviews and complaints regarding products Haven retails; and »Alerting management of potential recall actions. Consumer Complaint Form Consumers are offered the opportunity to review products on our website or by filling out a consumer complaint form at our storefront location. HAVEN 1-63 Determination of Need for Recall Prior to initiating a recall, the Recall Coordinator will conduct a thorough investigation, on an expedited basis (24 hours maximum), to determine all relevant facts and circumstances. Such investigation may include: »Reviewing reports of injury or illness allegedly caused by the product; »Identifying the source and details of any complaint received regarding the suspect product, including personal interviews where appropriate; »Assessing the credibility of any such complaints and reports; »Retrieving relevant data on the product available from Blaze and METRC; »Identifying potential cause(s) of contamination; »Conducting lab tests on samples from the same batch as suspect product; »Obtaining details regarding duration and manner of storage and/or transportation of the suspect product by the retailer or other recipient; and »Providing a report and recommendation to Haven’s management regarding the findings of the investigation and whether the evidence reviewed warrants a product recall. Recall Plan Procedures If a voluntary recall is initiated due to a condition that poses a sufficient risk to consumers, the Recall Coordinator will promptly take the following steps: »Immediately notify our management of the need for a recall, and notify CDPH within 24-hours. »Secure, isolate, and prevent the sale of all affected product in our possession, quarantine for a minimum of 72 hours all products that are intended to be destroyed due to recall, and affix to the recalled products any bills of lading or shipping manifests indicating the product information and weight. Products held in quarantine will be subject to auditing by FCDPH and CDPH. »Following the quarantine period, render the recalled cannabis product unusable and unrecognizable (17 CCR §40290) and do so on video surveillance (17 CCR §40205). All recalled cannabis products rendered unusable and unrecognizable are considered cannabis waste and will be disposed of in accordance with 17 CCR §40290 by the RC. »Draft a recall notification to be distributed to consumers identified as purchasers of the recalled product to include (but not limited to): Product Information, Production ID Numbers, Recalling Company, Manufacturer, Reason for the Recall, Health Hazard Assessment, and Volume of Recalled Product. »Utilizing Blaze, identify consumers who purchased any of the affected product (by identifying the transaction on the consumers personal purchase history profile), and immediately issue a STOP USE warning to the relevant persons regarding the affected product. Such persons will be contacted by phone, email, hand-delivered notice, or personal visit, whichever may be most expedient. Communication efforts will continue until point of contact has occurred. »Within 24 hours, where practicable, retrieve all affected product from all identified recipients in a manner compliant with the rules applicable to the pick-up and delivery of cannabis products in the State. »In appropriate cases, issue a press release and other notices designed to ensure that consumers are notified of the recall and provided relevant information about the affected product. »In coordination with CDPH, specifically identify the affected product to determine whether such product may be remediated or otherwise salvaged. »In the event any or all of the affected product must be destroyed, carry out the destruction of the affected product in a manner satisfactory to the CDPH. We will only dispose of chemical, dangerous or hazardous waste in a manner that is consistent with federal, state and local laws. No cannabis products will be disposed of in an unsecured area or waste receptacle that HAVEN 1-64 is not in the possession and/or control of our company. »Track the total amount of affected product in store and returned by consumers in response to the recall (according to the requirements of 17 CCR §40512), and enter into METRC and Blaze (according to 17 CCR §40297(b)): a) the weight of the product; b) reason for destruction; and c) date quarantine period began. Additionally, provide a report to CDPH regarding the progress of the recall. »Fully cooperate with the CDPH enforcement team to ensure that a recommendation of “recall closure” can be made to CDPH as soon as practicable. Full General Cooperation In all cases, the RC will cooperate fully with FCDPH and CDPH in connection with all matters relating to affected product subject to a recall. Follow-up Action to a Recall Once all recall procedures have been taken and the Haven management has issued a recall closure for the affected product, the RC will prepare a report to our management describing the causes and consequences of the recall, and the recommended actions to be taken by our management to avoid any future recall. SECTION 2 SOCIAL POLICY & LOCAL ENTERPRISE 5689 E Kings Canyon Road Fresno, California HAVEN 2-1 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE 2.1 LIVING WAGE 2.2 BENEFITS EMPLOYEE COMPENSATION & BENEFITS Haven also prides itself on providing a comprehensive compensation package for employees that is unique and thoughtful. When feasible, Haven budgets between 25% - 30% of employee salaries, depending on the position of employment, to provide employees with a superior benefits package. Full- time employees working at Haven will receive the incentives and benefits as follows: Wellness Benefits Health Insurance All employees are eligible to participate in Haven’s health insurance program. Typically, Haven covers 80% of health insurance premiums for full-time employees and 60% of dependents. Dental Insurance All employees are eligible to participate in Haven’s dental care program. Typically, Haven covers 100% of dental insurance premiums for full- time employees and 60% of dependents. Vision Insurance All employees are eligible to participate in Haven’s vision insurance program. Typically, Haven covers 100% of vision insurance premiums for full-time employees and 60% of dependents. Family Benefits Maternity & Paternity Leave Haven strictly adheres to California pregnancy and family leave laws as required by the Family and Medical Leave Act (“FMLA”) and Pregnancy Discrimination Act. Haven strives to offer 12 weeks of paid leave for all full-time employees welcoming a new child. Should the time provided under FMLA and Haven’s paid leave policy not be sufficient, we are willing to work with the employee to find an arrangement suitable to their changing schedule and lifestyle. HAVEN 2-2 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise Positively Perfect Pets In an effort to reduce the homeless pet population and decrease the number of euthanized pets, Haven employees who adopt a pet from a Fresno County shelter or rescue will receive a $100.00 pet adoption stipend to cover the adoption fee and incidental costs. Family Friendly Shifts Employees with active children often need flexibility in their schedule to attend a weekday afternoon recital, school play, or other event. Haven values family unity and encourages parent participation. Haven will make its best efforts to grant reasonable requests for time off from team members for child-related events. Financial Benefits 401K Plan It is Haven’s goal to offer a 401K plan to all full-time employees, as soon as financially feasible. Haven will offer a 401K match of up to 50% of employee contributions for the first 6% of salary an employee contributes to his/her plan, hopefully by the 3rd quarter of profitability. Life Insurance Haven covers 100% of the cost of life insurance policies for all full-time employees during employment with the company. Employee Discount All employees are entitled to a 20% discount on all products, where permitted by law. Perfect Attendance Bonus Haven will pay a quarterly bonus of $100 to all employees who have perfect attendance (do not call in with the exception of those with legitimate illness) during the prior quarter. Sales Bonuses Haven will pay a quarterly sales bonus (in an amount to be determined and based on sales generated in this location) to all GES who hit the sales target in the particular quarter. Green Commuting Haven is passionate about rewarding team members who protect the environment. We encourage employees to use alternative transportation options and provide on-site bicycle parking for employee use and will encourage employees to carpool to work. All team members who regularly (85% of the time) utilize public transportation, ride a bicycle or electric scooter, walk, or utilize a rideshare carpool (including Uber/ Lyft) to work, will be entered into a monthly drawing for a $100 bonus. HAVEN 2-3 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise Paid Time Off Vacation & Paid Time Off Haven provides employees with compensated days off for vacation or personal necessity. Paid time is accrued by employees throughout the year based on the number of hours worked. Full-time employees may earn up to 10 days of paid time off per year. Sick Leave All employees accrue sick time based on the hours they work. Any employee who works 80 hours or more in a 120-day period will accrue one hour of sick leave for every 30 hours worked, up to 48 hours in a 12-month period. Volunteer Time Off Haven is committed to giving back to the community (as also outlined in our Community Benefit Plan). All employees are entitled to paid time off for time spent volunteering with a nonprofit organization based in Fresno City or at a City-sponsored community event. Full-time employees may accrue up to 24 paid hours per year, and part-time employees may accrue up to 12 paid hours per year. No more than 4 hours may be used at a time, and each 4-hour block may only be used once per month. Employees must provide authentication of the time spent volunteering to receive the comped hours. Uncompensated Time Off Haven will provide up to 20 uncompensated days off per year for an illness of the employee or his or her immediate family if an employee has exhausted all of his or her compensated days off. This time is above and beyond all leaves permitted and required by law. Union Membership Pursuant to the regulations of the State of California, Haven will adhere to all union requirements. 0 (ii) o/,o (ii) -(ii) 2-4 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise 2.3 CONTINUING EDUCATION AND EMPLOYEE TRAINING CONTINUING EDUCATION For nearly three years, the recreational cannabis market has undergone substantial change. With change, comes the need for continuing education to ensure that all team members are up to speed with the latest industry best practices and regulatory framework. Haven’s employees are required to attend six continuing education training meetings per year. Employees are compensated for time attending the educational training, and all necessary materials are provided by Haven. The training is designed to provide employees with information that is required or important to effectively and legally perform their job. Topics include: »Regulatory updates; »New and emerging products; »Changes in or refreshers of company policy; »Overall emerging trends in the industry; »Safety and security protocol; »Voiced community concerns (if any); and »Training on specific SOPs. Continuing Education Benefit Haven will offer tuition reimbursement of up to $500 per year to employees who seek to further their education in a manner that will positively impact the cannabis industry. Prior to enrolling in courses, interested employees will meet with management to discuss the educational institution and courses they intend to pursue. Haven supports a wide variety of continuing education programs relevant to the cannabis industry, including education on how to start and operate a new cannabis business as part of our overall plan to promote career advancement and social equity cannabis business ownership (described below). Some notable programs include: Oaksterdam University (oaksterdamuniversity.com) The Business of Cannabis: 14 week live instruction course designed to fully prepare students for opening and operating a compliant cannabis business, which covers the following topics: »History, Science and Law of Cannabis; »Therapeutic Effects of Cannabis; »Methods of Ingestion; »Facility Design Requirements; »Cannabis Cultivation; »Regulation and Compliance; »Crafting a Business Plan and Pro Forma; »Business Startup and Licensing; »Employee Hiring and Management; and »Advocacy. Budtending Certificate Program: Comprehensive program that empowers budtenders with background cannabis knowledge and customer relations skills, including: »History, Science and Law of Cannabis; »Products and Methods of Ingestion; »Budtending Roles and Responsibilities; »Product Handling Procedures; »Security and Chain of Custody; »Customer and Patient Relations; »Cannabis Dosing; and »Cannabis Strains, Genetics, and the Sativa/ Indica Fallacy. Cannabis Training University (cannabistraininguniversity.com) Staff Training Program: Comprehensive certification program for current employees, covering the following topics: »Laws and Regulations; »Essential Budtender Skills; HAVEN 2-5 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise »Cannabis Retail and Delivery Management; and »Cannabis as Medicine. How to Open a Dispensary: Education on how to launch a new cannabis business, with the following content: »Preparing Business Startup Documents; »Banking; »Lease Issues; »Purchasing Cannabis Products; »Security; and »Creating a Budget. THC University (thcuniversity.org) Cannabis Business Certification: Information on how to start a business and positively impact the community, including: »Steps to Achieve Licensing; »Laws and Regulations; »Taxes; and »Marketing and SEO. »Budtender Basics: Training for budtenders on how to educate consumers on products and customer service: »Consumer Tolerance; »Details on Hash and Concentrates; »Smoke, Vapor, and Edible Consumption Methods; and »Sublingual, Transdermal, and Topical Modes of Consumption. Non-Cannabis Continuing Education Financial Literacy We know that providing a matching 401k is more valuable when coupled with the necessary training to understand what it is and how it works. Haven will provide all employees with financial literacy education explaining how a 401k works, what “matching” means, and how employees can elect to participate. EMPLOYEE TRAINING Training Plan Philosophy As owners and operators of multiple fully operational cannabis dispensaries, Haven deeply understands the importance of providing employees with high quality, in-depth training. Employees are key to the safety and security of Haven’s operations. As employees are responsible for all the daily operations of the storefront (including opening and closing; interacting with guests; handling sensitive and personal information; dealing with cash management; overseeing product deliveries and inventory, etc.), it is vital for each employee to feel comfortable and confident with: »Company policies and procedures; »Federal, State and local laws; »Best practices for operating a cannabis dispensary; »Product brands and the differences between product types; »Customer service; »Safety and security protocol; and »Cannabis business related hazards. While we encourage our employees to augment their knowledge and skills by driving their own growth, we know it’s our responsibility to lay a strong foundation with our training programs. Engaged employees make the difference in Haven’s guest experience. From the moment an individual is hired by Haven, we embrace them, and they become part of Haven’s team. Training Program Elements Haven strives to provide an environment where employees and guests feel safe, comfortable and happy. Our success relies upon the knowledge and professionalism of our employees. Our employee training program includes: »Written materials; »Management led lectures; »Industry expert led lectures; and »Hands on peer-to-peer training. Employees will all receive the following written materials, which are also accessible to employees online through our Haven University HAVEN 2-6 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise (our proprietary educational online tool) portal. This includes: New Hire Orientation Guide Employee Handbook / Company Policies & Procedures »California’s Workers’ Compensation system and benefits »HIPAA, ADA, EEOC, and other federal, state, and local laws Standard Operating Procedures (Legal Compliance) Diversion Prevention Facility Security (Security Plan) Introduction to Cannabis Product Guide »Proper storage »Proper use »Child safety »Risks of use Safety and Emergency Operating Procedures »Workplace safety measures »Job-specific hazardous chemical handling »Emergency incident response (ex. fire, burglary, robbery) *Due to the page restrictions in this application, Haven is not able to provide each document in its entirety, but rather an overview of each. Full documents are available upon request. Haven’s in-person training program is broken down into multiple days. While we attempt to maintain a schedule for the training, we understand that some positions will require more training than others and some employees will require more time to feel comfortable with their responsibilities than others. For this reason, we do not rush the training process. We spend however many days are necessary to complete the in-depth and comprehensive training. Each day of Haven’s training focuses on just one area. New Hire Orientation New Hire Orientation is the beginning of our team members’ journey at Haven. It’s the first time that new hires will meet their co-workers, the entire management team, and become acquainted with the facility and its layout. This first day of training is meant to introduce Haven to the new employee and build a sense of community. Operating a retail store requires that all team members work together. Haven will facilitate a handful of icebreakers and “get to know you” activities, to encourage camaraderie among Haven’s team. During New Hire Orientation, all employees will also be provided with State and Federal mandated employment forms and be given time to adequately fill out all forms. Once all forms have been collected, the employee will have their photo taken and be issued a specific identification badge only to be utilized by that individual employee. Written Material Review Following the New Hire Orientation day, new hires will meet to review all of the written materials provided. Employee Handbook Review Haven’s Employee Handbook is specifically drafted to reflect the laws of the city and state where business is occurring, with policies specific to the location. Haven does not use a boilerplate Employee Handbook, but rather one that has been carefully curated to reflect the needs of each specific business and community. 2-7 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise The Handbook serves as the “go-to” for employees, providing thoughtful responses to all questions that may be asked of an individual during employment. Examples of included topics are: Company Mission Statement; Union Information; Discrimination Policies; Leaves of Absence; Paid Time Off; Benefits; Drug/ Alcohol/Weapons Policies; Security Policies; Employment Standards, etc. Different staff members will review each section of the handbook, ensuring that all employees are comfortable with company policies, employee rights, employer rights, state and federal law. Staff will be available to answer questions with employees on a one-on-one basis. Standard Operating Procedures Each aspect of Haven’s business, from receiving product to product leaving the facility in a guest’s hand, is memorialized in a Standard Operating Procedure (“SOP”). In drafting Haven’s procedures, all local and state regulations, safety and security protocols, and industry best practices were taken into account. Haven’s SOPs lay out the local, state and federal (to the extent possible) regulations which must be followed by dispensary employees, and are the governing documents of our day-to-day operations. Several of our SOPs are available for review in Section 1.6. The review of our SOPs is a two-step process. First, Haven thoroughly reviews all of the SOPs on a general level with all employees as a group, lecture style. Second, employees are broken up into smaller groups associated with their respective positions. Thereafter, each group does an in-depth review of the SOPs specifically related to the functions of their position. Specific attention is paid to procedures based on law versus best practice. Making this distinction ensures that Haven’s employees are educated on and familiar with implementation of required regulations. To avoid burnout, Haven has developed an interactive training process, where employees are encouraged to walk through an actual SOP as if that procedure were taking place. For example, when reviewing the SOP on packaging, an employee learns that all products purchased must be packaged in a child-safe, opaque packaging before leaving the store. Rather than having an employee read this policy and move on, Haven employees will read the policy and then practice packing products in the proper exit packaging. Haven believes that hands-on training will not only improve memory, but also provide a training experience that is more enjoyable and less mundane. Diversion Prevention The complete chain-of-custody provided by the inventory/track and trace system, combined with a record of every transaction and regular inventory audits, provides the foundation to prevent diversion, theft, or other loss. Employees will be trained to observe guests for signs of possible theft or diversion and the appropriate reporting procedures. Employees will also be informed of the internal tracking and monitoring system of cannabis (alarm codes activated when improperly removed from location), to prevent employees from diverting products. Below is an outline of our training material on the topics identified in the above referenced sections. Security »Employee Theft Reduction Measures; »Cash-Management; »Product Access Protocols; »Product Deliveries/Receiving; »Designated Security Manager Duties; »Security Guards/Duties; »Screening employees and visitors; »Controlling access to the facility at all access points; »Monitoring and maintaining security, video camera, and life safety equipment; »Monitoring employee and patron conduct; »Discouraging illegal conduct; »Eliminating loitering; »Inspections; »Surveillance, etc. HAVEN 2-8 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise Safety »Evaluation of the property and areas that may be vulnerable to attack; »Evaluation of suspicious persons, vehicles, or packages; »Transactional safety – related to cash payments for products; »Lobby capacity – monitoring lobby to ensure overcrowding is kept at a minimum; »Cash deposits – process for moving cash to safe until bank run can occur; »Equipment and Machine safety – safety protocols for any equipment or machines used per job requirements; »Robbery – process for how to handle a robbery; »Material Safety Data Sheet (“MSDS”) – What is an MSDS and when to use the information from an MSDS; »Safety process for securing products and exiting the building during a power outage or other emergency; »Fire Prevention – safety policies and where safety exit maps are located; »Personal Protective Equipment – where equipment is stored and how to use equipment; »Workplace Violence – procedures for prevention and reporting; »Parking Lot Security – Safety precautions and using security; Emergency Operations »Emergency shut down – all safety precautions and processes related to an emergency shut down; »Locations of fire extinguishers and first aid supplies; »Locations of the Emergency Alert System and other media devices; »Location of the silent alarms under each point-of-sale terminal and the portable buttons to notify local law enforcement that a robbery is in progress or that there is other need for police presence; »Dispatcher communication; »Logs and information forms that would be helpful to emergency responders such as a Bomb Threat Sheet; »A map of the predetermined safe location away from the facility; »Several copies of the floor plan to assist emergency personnel; »Understanding the potential of a community- wide threat; »How to handle potentially false alarms; »Documentation of an incident on the Alarm Log; »Procedures for First Aid, Cardiopulmonary Resuscitation (CPR), and other medical emergencies. Introduction to Cannabis Guide Operating as a successful employee will require more than just an understanding of the Employee Handbook and company policies and procedures. Employees must have an innate understanding of the cannabis industry. Haven’s Introduction to Cannabis Guide is the main tool for educating employees on the intricacies of the cannabis industry. The guide is updated as frequently as necessary to include the most up- to-date information. The Introduction to Cannabis Guide contains the following information: »Cannabis Products; »Effects of Cannabis Products on the body; »Cannabis strains; »Local, State, Federal Cannabis Laws (use, sales, reporting, tracking, delivering, etc.); »Cannabis uses; »Dosage Forms and Potency; »Safety Profile of Cannabis; »Substance Abuse Prevention; »Cannabis’ Potential Interactions with Other Substances; »Medical Patients’ Rights; »Safety and Health Guidelines. HAVEN 2-9 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise Once new hires are familiar with the materials in the guide, the second half of the day will be spent focusing on the safe consumption and individual use of products offered by Haven dispensary. As part of this training, new hires will review the following in order to provide them with superior product knowledge which can thereafter be passed on to the guest during any consultation. »Brands; »Products Manufactured by Each Brand: »Flower; »Edibles; »Vapes; »Oils/topicals; and »Concentrates. »Effects; and »Safe Consumption. Understanding that employees are in no way permitted to make a medical diagnosis, Haven provides resources to assist in teaching employees about the uses of cannabis products. These materials are also provided to consumers. Example pages from Introduction to Cannabis Guide Effects of Cannabis Different people have different experiences with cannabis. One individual may feel relaxation, and pain relief, another might feel energized and focused, while a third feels overstimulated and anxious. There are va rious factors that impact how the plant may affect you: • Amount used {dosage) • Strain of cannabis used • lndica vs. Sativa • Method of consumption • Environment/setting • Experience and history of cannabis use • Biochemistry • Mindset or mood • Nutrition or diet The different classifications of strains as well as their benefi ts and drawbacks are identified below Sativa vs. lndica Cannabis is biologically classified as the single species Cannabis Sativa, however there are at least two distinct plant varieties: Cannabis Sativa and Cannabis lndica. There are also hybrids, which are crosses between sativa and indica variations. Cannabis with less than 1% THC is generally referred to as "hemp," wh ich can be used fo r fiber; texti les, and the production of CBD oi l for medicinal purposes. There are significant diffe rences between sativas, indicas, and hybrids. The efficacy of cannabis is di rectly related to strain selection; therefore, we recommend care be taken in selecting appropriate strains to meet your needs. Although different varieties of cannabis can produce similar effects, particular varieties are being recognized for their specific effects on sleep, pain, appetite, and energy, among other conditions . Generally, sativas, indicas and hybrids are distinguished as follows: • Sativas Sativas primarily affect the mind and emotions. They tend to be more stimulating, uplifting, energizing, and creativity enhancing. These benefits can be particularly helpful for elevating mood and relieving depression. Due to their stimulating qualities, sativas are genera lly preferred for daytime use. However, it is important to remember that everyone's body composition and cannabinoid system is different. Sativas may produce elevated feeli ngs for some while fo r others it mig ht produce increased feelings of anxiety and paranoia. Take care in consumi ng sativas if you believe that you may be susceptible to these effects. • lndicas lndica strains predominantly affect the physical body. Recognized effects include inducing relaxation, reduced anxiety, pain relief, and sleep iness. lndicas may promote a relaxed state leading to a reduction of anxiety and depression. A common way of remembering the difference between an indica and a sativa is that an indica may leave you "In - Disposed." Thu s, indicas a re generally preferred in the late afternoon or before bed. • Hybrids Hybrids are the result of cross-pollinating strains. Thus, the characteristics and effects of a hybrid strain will vary according to its constituent parent strains. For example, indica-dominant crosses may help alleviate pai n while the sativa component simultaneously increases energy levels. Sa tiva -dominant crosses are excellent for sti mulating appetite, while the indica component helps to reduce body pain and increase relaxation. Methods for Cannabis Consumption There are many methods of using cannabis. The following information is intended to inform customers about some of the various options available to them. • Smoking There are va rious ways to smoke cannabis; whether in a joint (a.k.a., a "cannabis L- cigarette"), a dry pipe, or a water pipe. Clients tend to enjoy smoking cannabis because the effects are felt almost immediately, and it requires very little preparation time. Dosage determination is easy because of smokin g's rapid onset; clients can slowly increase their dose unti l they feel the desired effects. However, cl ients should always start slowly and begin with a small puff. Inhale deeply, exhale immediately and wait fo r several minutes to feel the effects of the medicine before taking the next dose, to minimize the risk of over medicating • Joints Decide whether you will use roll ing papers and hand roll, use a joint-rolling machine, a fillable cone, or buy a p re-rolled joint Some joi nt smokers prefer unbleached rolling papers, hemp rolling papers, o r dear, cellulose- based papers, which may taste better and contain fewer impurities than traditional, bleached-white cigarette roll ing papers. Clients should note however that joints are considered one of the least- healthful methods of dosage because they burn paper and glue along with cannabis, exposing clients to impurities not presented by some other alternative consumption methods. Another downside is waste: some smoke is inevitably lost between inhalations, and there is usually leftover cannabis in the "roach," or the small leftover part of a burned joint . However, a joint's efficient and immediate delivery of cannabinoids-relative to other smoking methods-may compensate for such waste. • Dry Pipes These come in a (possibly overwhelming) variety of shapes, sizes, and materials, but the basic mechanics are uni versal. To smoke a pipe: pack p repared buds into the bowl, then hold a flame directly over the medicine while simultaneously inhaling through the mouthpiece. Note that a "spoon pipe" may possess a carburetor; the carburetor must be covered while lighting the medicine and inhaling. • Water Pipes Mechanically, these are nearly identical to hand pipes, but use a chamber of water to filter and cool the smoke before it is inhaled. There are two main types: bongs and bubblers, dassified by either a large or a small filling chamber, respectively, in which the smoke collects. Th e main proven advantage over dry pipes or joints is comfort; the smoke is cooled via the water and is free of hot ashes and particles. Note however: large "hits" of smoke can cause light- headedness, and water pipes make accidentally taking a larger-than-expected inhalation a possibility. Water filtration may remove water-soluble toxic gases such as carbon monoxide, which is linked to heart disease, and aldehydes, which promote cancer, however more research is requi red to determine th e benefits of water pipes. Notably, a concern with a11 pipe smoking is that you must suck on one side of the pipe, pulling air and, along with the flame, lighter fluid fumes, over the cannabis, through the pipe, and into your lungs to light the cannabis. We suggest grinding your flower to minimize the need for using the lighter for a long time and avoid over-in halation of lighter fluid. • Vaporizers Vaporizers are designed to allow clients to inhale activated cannabinoids while avoiding the toxins associated with smoke. Th rough vaporization, cannabinoids are activated by heating the cannabis flower to a temperature just below the point of combustion where smoke is produced. Th e heat is just hot enough to medically activate the cannabinoids while simultaneously producing a "vapor" that can be inhaled. Clients report that vaporizers are not as harsh on the lungs and throat as smoking, thus they can be a preferable method of consumption. Further, vaporizers are quite efficient in cannabinoid delivery, potentially making them a more cost-effective solution. • Edibles Edibles are foods cooked with cannabis infused butter or oil (e.g., gummies, brownies or cooki es). TH C extract can also be added to dri nks or made into 6 tea by allowing the cannabis to steep in hot water and adding a soluble fat such as milk or butter for the cannabinoids to adhere to. Edible cannabis usually takes longer to take effect depending on your body's chemistry (typically, at least 20 minutes to an hour, or more) and the effects generally last longer than smoking or vaporizing cannabis. Pay attention to the packaging and labeling to make sure you are consuming the recommended dose, particularly since e d ibles a re made in various strengths. If you are new to medical cannabis and edibles, it is recommended that you start with no more than a half dose and gradually increase to the recommended st rength. "Start low and go slow." Tinctures are also a popular method of consumption, as they are a liquid form of THC. concentrated with alcohol, and placed directly under the tongue. Just remember to always start with a low dose and work your way up if you a re new to concentrates or have a low tolerance. When you do begin to feel the effects of eati ng o r drink cannabis, they may be stronger than those felt by smoking. The feelings may seem to continu e to increase. You may also feel certain heaviness in your body. Thi s will not hurt you, but ra ther, is meant to relax your body and mind. Schedule your time so that you can rest after consum ing edibles. Further, it is important to not cross- medicate o r use alcohol o r other drugs with edibles. The effect of the edibles may be strengthened, causing an overreaction, including unusual drowsiness, slow reflexes, or psychological duress. Just remember, if you ever over- medicate, medical cannabis is non-toxic and not lethal. Stay calm, the feeling will pass. 2-10 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise Facility Security, Safety, Emergency Operations This training day is 100% devoted to three important topics. Haven’s experience successfully operating cannabis dispensaries shows that this day of training is by far one of the most significant and important. The training provided will reinforce company SOPs, establishing a uniform method of notification and response to emergency situations. In association with Terry Blevins of Armaplex and Robert Rowe of Pyrocop, Inc., the new hires (and at times, the entire staff) will be provided with initial and ongoing top-of-the-line training in the following areas. Working side by side with Terry and Robert, Haven will ensure an updated Safety/Fire Plan and Security Policy is provided to each employee and any future updates are effectively communicated. For an in-depth look at our Safety Plan and Security Plan, please see Sections 4 & 5 respectively. Peer-to-Peer Training Directly following the completion of the above mentioned training, new hires will transition into peer-to-peer training. This training may vary in length based on the needs of the individual new hire. It includes Retail Floor Training, Retail Floor Key Processes and Regulatory Training. During the on-site training, the new hire will first observe the seasoned employee, then during the following days, perform the tasks with the seasoned employee assisting as necessary. By offering this training to new employees, confidence is built through applying the policies and procedures presented in the prior days in combination with actual interaction with guests. New hires will engage in the following examples of practical applications during peer-to-peer training: »Introduction to and use of the Point of Sale and Inventory Tracking System; »Creating Consumer Profile; »Logging Bar Codes and ID Tags; »Updating Inventory; »Completing a Sale; »Running Reports. »Guest/Patient Consultation »Interacting with first time guest/patient; »Reception check in; »Providing product consultation; »Interpreting dosage information provided by brands; »Providing useful guest literature and resources. »Security Process and Procedures »Guest check in; »Employee check in; »Vendor check in; »ID verification; »Store safety features (ID scanners, life safety plans, cash handling, diversion prevention measures). »Administration / Operational Best Practices: »Merchandising; »Facility maintenance; »Sanitation and safety; »Recordkeeping; »Legal compliance; »Opening & closing procedures; »Inventory control; »Product rotation »Product return and disposal; »Guest complaints of adverse events; »Product recalls. Additional Employee Training Policies Legally Mandated Training Employees who hold positions which require local or state mandated training will be required to undergo the proper training prior to engaging in the regulated activity. While the State minimum is only 8 annual hours, we require six annual training sessions, of which each typically last 2-4 hours. Employee Training Records Haven will maintain compliance with local and state law, always keeping accurate records on HAVEN 2-11 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise all employees who have been trained and the training they have undergone. Employee records are available (where law allows) for governmental officials to inspect. 2.4 COMMITMENT TO SOCIAL POLICY Diversity has always been at the forefront of Haven’s hiring policies and procedures. We know that one of the most meaningful ways we can contribute to the community is by providing careers for those in need. In recent months, it has been abundantly clear that the unemployment rates are rising as a result of COVID-19, and more than ever, individuals need steady employment opportunities. Haven is here to provide these opportunities with upward mobility. Haven has reviewed and fully supports Fresno’s Social Policy codified in FMC §9-3316(b). As Haven focuses on providing employment opportunities to those most in need, Fresno’s Social Policy is directly aligned with Haven’s principles. Haven is an equal opportunity employer. We are dedicated to ensuring that all decisions regarding terms, conditions and privileges of employment are in accordance with our principles of equal opportunity. We prohibit discrimination and harassment of any type and affords equal employment opportunities to employees and applicants without regard to race, religion, color, sex (including childbirth, breastfeeding and related medical conditions), gender, gender identity or expression, sexual orientation, national origin, ethnicity, ancestry, citizenship status, uniform service member and veteran status, marital status, pregnancy, age, protected medical condition, genetic information, disability, or any other characteristic protected by state or federal law or local ordinance. Haven conforms to the spirit as well as to the letter of all applicable laws and regulations. This policy extends to all aspects of our employment practices, including but not limited to, recruiting, hiring, discipline, termination, promotions, transfers, compensation, benefits, training, leaves of absence, and other terms and conditions of employment. To achieve the goal of recruiting and hiring, at least 30% of individuals most in need, Haven will tailor and focus our recruitment efforts on reaching individuals who fall into one of the categories identified in FMC §9-3316(b)(1): »Annual family income below 80% AMI; »Convicted for a cannabis related crime that could have been prosecuted as a misdemeanor or citation under current State law; »Lived in a low to moderate income census tract in the city for a minimum of three (3) years; »Veteran; »Former foster home youth who was in foster care as a minor; »Unemployed; or »Receiving public assistance. FEOC PARTNERSHIP PLAN To most effectively reach Priority Applicants, Haven has partnered with the Fresno Economic Opportunities Commission (“FEOC”). We are not only honored, but fortunate to have Elizabeth Jonasson Rosas, FEOC Strategy and Communications Officer, as a member of our Advisory Team. For over five decades, FEOC has provided education and job placement services to Fresno residents to reduce poverty, increase self sufficiency, and strengthen the community. For the past several months, we have been working with Elizabeth, Patrick and other members of the FEOC to develop a plan that not only meets, but exceeds the Social Policy goals laid out in FMC §9-3316(b)(1). Haven will implement the following recruitment plan: »Haven will provide a grant to FEOC sufficient to fund recruitment efforts, based on a budget provided to Haven by FEOC. »Haven will provide the FEOC with a list of employment opportunities, including detailed job descriptions. »Utilizing funds from the Haven grant, FEOC will develop marketing materials to notify local residents from the categories above of potential employment opportunities at Haven. HAVEN 2-12 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise »In partnership with FEOC, Haven will host virtual job fairs and info sessions consisting of a pre-application workshop. During each workshop, we will present information about our company, provide education on the cannabis industry as a whole, and describe all available positions. To get a jump start on this process, Haven has volunteered to fund and host an informational employment webinar with FEOC in early 2021 as a means to introduce cannabis employment to the community. Haven has also reached out to The Artist Tree, another cannabis applicant, to team up on this effort. »In a separate webinar, Haven will provide in-depth instructions on how to fill out our application and identify any additional information necessary to seek employment in the cannabis industry. We will provide contact information for a Haven team member, should applicants have any additional questions or require additional assistance with the process. »Haven will conduct timely interviews and provide feedback to all applicants even if they are not selected for an immediate position. »As staffing needs change constantly, Haven will maintain a list of interested candidates to contact first should an opening occur. »Following our initial hiring process, Haven will offer quarterly programming with FEOC to ensure that newly interested candidates are given the opportunity to learn about Haven and be placed on our interested candidates list. LOCAL RECRUITMENT PLAN 100% Local Hiring In order to achieve the goals identified above, we have developed a complete Local Recruitment Plan reflecting a distinct methodology, which we have implemented in Long Beach and Maywood with great success. We are in the process of implementing the plan in neighboring Porterville, San Bernardino and Riverside County. Haven understands the need for economic growth in the region, and is committed to creating new employment opportunities with preferential hiring focused on the residents of Fresno. As described above, in offering employment opportunities, Haven will first seek to fill 100% of the open employment positions, including management roles, with qualified candidates residing in the City of Fresno for more than 1 year. Should any positions remain unfilled, candidates will next be drawn from the greater Fresno County. Aside from our partnership with FEOC, Haven has developed a strategic outreach plan to introduce the company to the community and ensure that local residents become aware of open positions for which they may apply. Step One – Develop relationships with community partners, associated with employment training and placement services. Aside from FEOC, Haven has identified the following organizations as potential partners for reaching community members in need of employment opportunities: »Arthur Moss at Fresno Regional WDB Workforce Connection; »Owens Valley Career Development Center; »Fresno Chamber of Commerce »Fresno County Women’s Chamber of Commerce; »Lincoln Training Center; »Fresno City College Career Center; and »California State University Fresno Career Center. Step Two – Collaborate with named organizations by hosting informational sessions on cannabis careers (providing explanations of each position and the duties of that position), host job fairs, and provide resume writing/application workshops for those interested in applying for a position. Step Three – Conduct interviews giving priority (within legal limitations) to local residents of Fresno. Hire new staff. Step Four – Conduct employee training with new hires. Stress-free Interview Process Haven does not support the practice of HAVEN Staffing Growth Chart Total Full-Time Employees Year 1 16 Year 2 20 Year 3 24 Year 4 25 Year 5 25 2-13 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise intimidating interviewees. Prior to an interview, management will schedule a call with an interviewee to ensure the interviewee is aware of the interview content. The following day, two staff members will conduct the first interview. Candidates may dress casually and come as they are. The interview process will include questions to elicit information on character and skill. Following the interview, management will discuss the candidate and schedule a second interview if required. All candidates who are not fit for the position, will be notified and never left hanging. Equal Pay for Equal Work In California, the Equal Pay Act requires that men and women in the same workplace be given equal pay for equal work. The jobs need not be identical, but they must be substantially equal. Job content (not job titles) determine whether jobs are substantially equal. https://www.eeoc. gov/laws/types/equalcompensation.cfm. Haven strictly abides by the Equal Pay Act, and provides the same opportunities to men and women alike. 2.5 LOCAL MANAGEMENT Haven is a locally owned and managed cannabis company. Haven is owned by Brittany Shiralian (51% owner), a 25 year native of Fresno. Utilizing relationships built within the City Brittany will assist in locating local residents to meet our commitment of hiring 100% local residents to fill both management roles and general staff needs. It is not Haven’s practice to relocate management staff. Our business model includes giving these opportunities to local residents as they know the area best. During our employee training process, an experienced member of management will team up with our new local managers to educate them on the Haven way of operating. Typically, the new management team members will join us in one of our operating locations for full hands on training, with all expenses covered. We will ensure that each employee is comfortable in their position before we open for business. 2.6 EMPLOYEE DESCRIPTIONS In Haven’s first full year of operations (2022), we will employ 16 local community members in the positions described below. General Manager (1) Inventory Manager (1) Inventory Lead (1) Inventory Specialist (2) Guest Experience Manager (1) Guest Experience Lead (1) Guest Experience Specialist (4) Receptionist (1) Delivery Driver (2) Security (Contracted) (2) The following chart represents Haven’s projected increase in employment opportunities between Year 1 and Year 5. Year 2 will be the first complete year. Haven frequently reviews employment needs and adjusts projected staffing needs accordingly. EMPLOYEE TITLE/POSITION & RESPONSIBILITIES Employee Classification Regular Full-Time Employees Regular full-time employees are those normally scheduled to work at least forty (40) hours per week, as determined by Haven in its sole discretion. An employee who works eight (8) consecutive weeks at forty (40) hours are classified as full-time. Regular Part-Time Employees Regular part-time employees are those normally HAVEN 2-14 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise scheduled to work fewer than forty (40) hours per week, as determined by Haven in its sole discretion. Part-time employees will be scheduled no less than four (4) hours per day and no less than twenty (20) hours per week. Non-Exempt Employees Non-exempt employees include all employees who are covered by the overtime provisions of applicable federal and state law and are eligible for overtime compensation. Exempt Employees Exempt employees include all employees who are classified by Haven as exempt from the overtime provisions of applicable federal and state law. General Manager The General Manager (GM) will oversee the retail operations of the store. He or she will provide guidance and coaching to the store staff with the support and tools to continually drive sales and provide Haven’s guests with a wonderful retail experience. Duties & Responsibilities »Hire and develop a team who are passionate about cannabis and the services they provide. »Lead by example through being the ultimate illustration of service, dedication, pace, positivity and energy. »Mentor, motivate, elevate and inspire the team. »Train store staff by reviewing, revising and implementing training materials; delivering training sessions; understanding the staff needs to ensure all Haven initiatives can be expedited with ease. »Follow established policies and procedures and execute all company programs for guest service, staff management, guest management, inventory management, cash handling, state compliance, and safety and security guidelines. »Identify and develop process improvements to assist with company growth. »Maintain thoughtful store scheduling to drive revenue while controlling overhead costs. »Perform daily inventory audits and record daily and monthly category sales and ensure accuracy at all times. »Develop strong vendor relationships and monitor, manage, and maintain proper inventory levels. »Ensure accuracy for all cash handling in the front of house and back of house. »Present a professional image in appearance, actions, and words. »Abide by city and state regulations at all times. »Receive deliveries, build purchase orders, and maintain accurate records. »Complete daily and weekly tasks/duties as assigned by the Director of Operations. »Maintain neatness, organization, and overall cleanliness of the entire store. »Attract guests by originating display ideas; following display suggestions or schedules; constructing or assembling display properties; producing merchandise displays in showcases, and on the sales floor. »Assist with different off and on hour events and specials. Requirements »Must be 21+ years of age. »Must have Valid ID. »Must pass a LiveScan (criminal background check). No Felony / Misdemeanor Drug Related Charges within the previous 4 years permitted. »High School diploma or General Education Development (GED) required. »Associate or Bachelor’s degree in any field preferred, but not required. »Minimum of three years combined dispensary, call center, retail, sales, hospitality, or guest service experience. »Able to communicate effectively in verbal and written English; second languages encouraged. »Excellent computer and technical skills, HAVEN 2-15 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise including experience with web browsers, tablets, retail POS systems, and credit card processing terminals. »High-level critical thinking, attention to detail, mathematical, language, and reasoning skills. »Must be comfortable adding, subtracting, multiplying and dividing fractions and decimals, and high-volume cash handling. »Proficient with Microsoft office and Google Suite. »Ability to exercise a high degree of professionalism »An analytical mind with strong attention to detail. »Outstanding organizational and problem- solving skills. »Excellent communication and leadership abilities. »Reliable transportation. »Must be able to work a flexible schedule to include weekends and holidays; May be requested to work additional time, as business demands require. »Constantly perform desk-based computer tasks. »Frequently sitting and standing. »Occasionally stand/walk, reach/work above shoulders, grasp lightly/fine manipulation, grasp forcefully, use a telephone, sort/ file paperwork or parts, lift/carry/push/pull objects that weigh up to 25 pounds. »Occasionally twist/bend/stoop/squat, kneel/ crawl. Desired Qualities »Honesty, ambition, and a strong work ethic. »Accountability (able to handle responsibilities). »Proactive / Self starter. »Presentable and professional appearance. »Highly organized and attentive. »Detail oriented. »Focused. Inventory Manager The Inventory Manager (IM) monitors and reports on Haven’s inventory levels while maintaining a state compliant facility. The IM is responsible for maintaining inventory tracking systems, reviewing levels of supplies, ordering new materials, and performing a daily analysis. A successful IM is a trustworthy professional with outstanding record-keeping and analytical abilities. The chosen candidate will demonstrate excellent organizational and problem-solving skills, as well as the ability to interpret and analyze large amounts of data. Responsibilities »Implement Haven’s inventory tracking system to optimize inventory control procedures. »Examine the levels of supplies and raw material to determine shortages. »Document daily deliveries and shipments to update inventory. »Prepare detailed reports on inventory operations, stock levels, and adjustments. »Evaluate new inventory to ensure it’s ready for shipment. »Perform daily analysis to predict potential inventory problems. »Order new supplies to avoid inefficiencies or excessive surplus. »Analyze different suppliers to obtain the best cost-effective deals. Requirements »Must be 21+ years of age. »Must have Valid ID. »Must pass a LiveScan (criminal background check) - No Felony / Misdemeanor Drug Related Charges within the previous 4 years permitted. »Must have a high school diploma or equivalent. »Minimum 1 year management experience. »Able to communicate effectively in verbal and written English; second languages encouraged. HAVEN 2-16 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise »Ability to perform basic retail math functions. »Proficient with Microsoft office and Google Suite. »Technologically Proficient - Able to operate a computer and a tablet, familiarity with POS systems. »Ability to exercise a high degree of professionalism. »Flexible Schedule. Must be able to work evenings, weekends and holidays as needed. »An analytical mind with strong attention to detail. »Outstanding organizational and problem- solving skills. »Excellent communication and leadership abilities. »Reliable transportation. Desired Qualities »Honesty, ambition, and a strong work ethic. »Accountability (able to handle responsibilities). »Proactive / Self starter. »Presentable and professional appearance. »Highly organized and attentive. »Detail oriented. »Focused. Inventory Lead The Inventory lead (IL) is responsible for setting an “ideal” example of an Inventory Specialist (IS). Assist the management team with store operations, interact with product shipments/ deliveries to problem solve issues, assist in the intake process, ensure a completely compliant atmosphere. This role is designed to prepare candidates for a management position. Responsibilities »Intake shipment/deliveries and ensure the entire intake process is compliant. »Data Entry into POS and drafting spreadsheets for record keeping purposes. »Collaborate with the Inventory Specialists to problem solve delivery issues. »Collaborate with the management team in order to facilitate cash handling with payable invoices. »Maintain accurate paperwork in accordance with company policies and procedures. »Monitor waste destruction process. »Assist with store inventory audits and investigations. »Requirements »Must be 21+ years of age. »Must have Valid ID. »High School diploma or General Education Development (GED) required. »Must be able to work a flexible schedule to include weekends and holidays; May be requested to work additional time, as business demands require. »Excellent computer and technical skills, including experience with web browsers, tablets, retail POS systems, and credit card processing terminals. »Proficiency with Google Suite and Microsoft Office. »Must be team oriented. »Prior leadership experience is preferred. »Must have prior cash handling experience. »Presentable and professional appearance. Desired Qualities »Honesty, ambition, and a strong work ethic. »Accountability (ability to handle multiple responsibilities). »Proactive / Self starter. »Reliable transportation. »Highly organized and attentive. »Detail oriented. »Focused. Inventory Specialist This position includes working in a fast paced, controlled, sterile environment, requiring careful attention to detail and strict adherence to legal HAVEN 2-17 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise regulations. To be successful in this role, attention to detail and quality orientation are essential. This position offers an excellent opportunity to grow one’s skills while making an immediate impact and contribution to the business. It is ideal for a person who is eager to learn with a passion for their work. Responsibilities »Assist with the intake of product shipments/ deliveries. »Keep inventory spaces neat and organized. »Assist with the counting of inventory audits. »Data Entry into POS and local spreadsheets for record keeping. Requirements »Must be 21+ years of age. »Must have Valid ID. »Must pass a LiveScan (criminal background check). No Felony / Misdemeanor Drug Related Charges within the previous 4 years permitted. »Must be able to be on feet 8 hrs per day. »Must be able to lift and carry objects 30lbs or more on a regular basis. »Flexible Schedule. Must be able to work evenings, weekends and holidays as needed. »Must work well in a team environment. »Must be consistent and have high attention to detail. »Must have reliable transportation. »Must maintain a professional appearance. »Desired Qualities »Honesty. »Accountability (ability to handle multiple responsibilities). »Proactive / self-starter. »Highly organized. »Highly attentive. »Detail oriented. Guest Experience Manager The Guest Experience Manager (GEM) is responsible for all sales activities and guest specialist job duties. The successful candidate will be able to elevate company standards, achieve sales goals and follow through with general sales manager duties. This position is responsible to manage organizational sales by developing business plans, meeting planned goals, and coordinating with our marketing department on lead generation. Additionally, the Guest Experience Manager is tasked with overseeing the activities and performance of the sales team by tracking sales goals, setting individual sales targets, and facilitating the ongoing training of the salespeople. Responsibilities »Managing organizational sales. »Meeting planned sales goals. »Setting individual sales targets with the sales team. »Tracking sales goals and reporting results as necessary. »Overseeing the activities and performance of the sales team. »Conducting ongoing training and product knowledge education of the sales team members. »Provide motivation and counseling to team members on a consistent basis. »Promote the organization and products. »Understand Haven’s ideal guests and how they relate to the products we carry. Requirements »Must be 21+ years of age. »Must have Valid ID. »Must pass a LiveScan (criminal background check). No Felony / Misdemeanor Drug Related Charges within the previous 4 years permitted. »High School diploma or General Education Development (GED) required. »Minimum 1 year management experience. HAVEN 2-18 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise »Ability to communicate effectively in verbal and written English, second languages encouraged. »Must be comfortable adding, subtracting, multiplying and dividing fractions and decimals, and high-volume cash handling. »Ability to analyze sales data, determine sales trends and predict future trends. »Technologically Proficient. Ability to operate a computer and a tablet, familiarity with POS systems. Proficient in Google Suite and Microsoft Office. »Ability to exercise a high-degree of professionalism in regard to both patients and team members. »Open Availability. Must be able to work evenings, weekends and holidays as needed. »Presentable and professional appearance. Desired Qualities »Honesty »Accountability (ability to handle multiple responsibilities). »Proactive / self-starter. »Reliable transportation. »Sociable (“people person” with an upbeat, positive attitude). »Patience and kindness. Guest Experience Lead The Guest Experience Lead (GEL) is responsible for setting an example of an “ideal” Guest Experience Specialist (GES). Assists the management team with store operations, problem solves guest issues, assists in the sales process, ensures an outstanding guest experience. Works with the management team to plan and execute development and business plans. This role is designed to prepare candidates for a management position. Specific Responsibilities »Create an outstanding buying experience for the guest. »Execute floor leadership—oversee the sales floor with the Sales Manager; greet all guests in a professional, friendly, and timely manner, including answering phones and directing guest inquiries. »Coach and develop Guest Experience Specialist in assessing guest needs and right fitting the guest with the total technology solution »Work with the Guest Experience Specialist to problem solve guest issues. »Work with store management in opening, closing and daily operations of the retail facility; including but not limited to, cash handling and deposits as governed by standard operating procedures. »Complete accurate paperwork and transactions according to company policies and procedures. »Assist in maintaining store appearance and merchandising standards. »Assist with all functions within a retail store in compliance with Haven policies and procedures. »Assist in other tasks, duties, or projects as assigned by management. Requirements »Must be 21+ years of age. »Must have Valid ID. »Must pass a LiveScan (criminal background check). No Felony / Misdemeanor Drug Related Charges within the previous 4 years permitted. »High School diploma or General Education Development (GED) required. »Open schedule (flexible availability). Must be available to work evenings, weekends and holidays as needed. »Excellent computer and technical skills, including experience with web browsers, tablets, retail POS systems, and credit card processing terminals. Experience in Google Suite and Microsoft Office. »Must have organization skills. »Prior leadership experience is preferred. »Must be team oriented. HAVEN 2-19 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise »Must have prior cash handling experience. »Reliable transportation. »Presentable and professional appearance. Desired Qualities »Honesty. »Proactive / self starter. »Sociable (“people person” with an upbeat, positive attitude). »Patience and Kindness. Guest Experience Specialist »Haven seeks a results driven Guest Experience Specialist (GES), responsible for all sales activities and sales specialist job duties, in all that it entails. The successful candidate will be able to elevate company standards, achieve sales goals and meet guest expectations. Responsibilities »Ensure high levels of guest satisfaction through excellent service. »Assess guest’s needs and provide assistance and information on product features. »Maintain in-stock and presentable assigned areas. »Stay up-to-date on products offered and be prepared to discuss available options with guests. »Understand cross selling and cross sell when possible. »Work collaboratively with teammates. »Build productive trust relationships with guests. »Support superior standards in regard to store cleanliness and store safety. »Represent Haven mission at all times. »Be punctual, reliable and present each work day. Requirements »Must be 21+ years of age. »Must have Valid ID. »Must pass a LiveScan (criminal background check). No Felony / Misdemeanor Drug Related Charges within the previous 4 years permitted. »No DUI charges within the past four years. »High School diploma or General Education Development (GED) required. »Ability to communicate effectively in verbal and written English, second languages encouraged. »Must be comfortable adding, subtracting, multiplying and dividing fractions and decimals, and high-volume cash handling. »Excellent computer and technical skills, including experience with web browsers, tablets, retail POS systems, and credit card processing terminals. »Ability to exercise a high degree of professionalism in regard to both patients and team members. »Open schedule (flexible availability). Must be available to work evenings, weekends and holidays as needed. »Physical requirements include the ability to twist, bend, squat, reach, and stand for extended periods of time. »Reliable transportation. »Presentable and professional appearance. Desired Qualities »Honesty. »Accountability (able to handle responsibilities). »Proactive / self-starter. »Sociable (“people person” with an upbeat, positive attitude). »Patience and kindness. Receptionist »The Receptionist is the first Haven employee with whom a guest will come in contact. Haven’s receptionists are friendly, outgoing, and organized. They serve as a brand ambassador for Haven as they are the most visible Haven Employee. HAVEN 2-20 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise Responsibilities »Welcome all guests and facilitate a seamless check-in process. »Verifying proper IDs and checking in new and returning guests. »Update guest profiles in the POS system upon arrival. »Maintain cleanliness of lobby and surrounding areas. »Restock/refill any refreshments offered to guests in the lobby area. »Answer, screen and forward incoming phone calls. »Facilitate the processing of phone and online orders in a timely manner. »Perform any clerical duties as needed by store staff. »Ensure the reception area is tidy and presentable. »Promote a work environment that is positive, guest-service oriented, and compliant with established policies and procedures. »Manage the flow of the lobby and guest queue to ensure all guests are helped in a timely manner. »Be eager to be cross-trained to work the sales floor in addition to reception. »Maintain positive guest relationships to establish a loyal guest base. »Respond to google/Weedmaps/YELP messaging according to company policy. Requirements »Must be 21+ years of age. »Must have Valid ID. »Must pass a LiveScan (criminal background check). No Felony / Misdemeanor Drug Related Charges within the previous 4 years permitted. »High School diploma or General Education Development (GED) required. »Able to communicate effectively in verbal and written English; second languages encouraged. »Excellent computer and technical skills, including experience with web browsers, tablets, retail POS systems, and credit card processing terminals. »Ability to exercise a high degree of professionalism. »Must be able to work a flexible schedule to include weekends and holidays; May be requested to work additional time, as business demands require. Desired Qualities »Honesty. »Accountability (able to handle responsibilities). »Proactive / self-starter. »Sociable (“people person” with an upbeat, positive attitude). »Patience and kindness. »A driven, self-motivated, entrepreneurial mindset. »An aspirational attitude with a fun and positive personality while still being professional and eager to succeed. »Welcomes change and adjusts quickly to accommodate Haven’s needs. »Strong time-management skills with the ability to prioritize tasks. Delivery Driver Delivery drivers are responsible for the safe delivery of cannabis products from the storefront to customers’ homes. Responsibilities »Provide first-class delivery service that drives new business. »Ensure inventory stock matches delivery requirements. »Follow a set-scheduled route for daily deliveries. »Communicate with the dispatcher effectively. »Have the ability to read maps or set GPS to determine and track daily routes. »Ensure products are delivered in a timely HAVEN 2-21 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise manner. »Practice safe driving and cash and product handling. »Maintain a clean driving record. »Possess and maintain a valid driver’s license »Safely drive a vehicle, owned by and registered to Haven, to be used for deliveries. »Hold delivery-specific car insurance in employee’s name that is state-compliant and specifically covers the delivery of cannabis. »Practice exceptional communication skills and professional presence. »Be an innovative problem solver, results minded, and solution focused. »Be an effective team player and able to work independently. »Understand the California cannabis industry. Requirements »Must be 21+ years of age. »Must have Valid ID. »Clean driving record. »Must pass a LiveScan (criminal background check). No Felony / Misdemeanor Drug Related Charges within the previous 4 years permitted. »No DUI charges within the past four years. »High School diploma or General Education Development (GED) required. »Ability to communicate effectively in verbal and written English, second languages encouraged. »Must be comfortable adding, subtracting, multiplying and dividing fractions and decimals, and high-volume cash handling. »Excellent computer and technical skills, including experience with web browsers, tablets, retail POS systems, and credit card processing terminals. »Ability to exercise a high degree of professionalism in regard to both patients and team members. »Open schedule (flexible availability). Must be available to work evenings, weekends and holidays as needed. »Physical requirements include the ability to twist, bend, squat, reach, and stand for extended periods of time. »Reliable transportation. »Presentable and professional appearance. Desired Qualities »Honesty. »Accountability (able to handle responsibilities). »Proactive / self-starter. »Sociable (“people person” with an upbeat, positive attitude). »Patience and kindness. »A driven, self-motivated, entrepreneurial mindset. »An aspirational attitude with a fun and positive personality while still being professional and eager to succeed. »Welcomes change and adjusts quickly to accommodate Haven’s needs. »Strong time-management skills with the ability to prioritize tasks. Security (Contracted) »Haven utilizes contract services for all security personnel. Guards are all screened through the licensed security company. Security guard duties include: »Verifying IDs and maintaining order in the lobby; »Controlling traffic flow into the lobby. Managing any lines that form when the lobby is at capacity; »Controlling access to the facility at all access points; »Conducting both video and visual surveillance of the property both inside and outside; »Monitoring transactions as they occur on the showroom floor; »Monitoring and maintaining security and life safety equipment; »Hourly patrols (more frequently if necessary) HAVEN 2-22 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise of inside of the premises, along the perimeter, and provide a neighborhood patrol for a two- block radius surrounding the business during all hours of operation. FMC §§9-3309(n) & 9-3310(b)(1)(iv); »Ensuring the property and all associated parking, including the adjacent area under the control of Haven and any sidewalk or alley, is maintained in an attractive condition and kept free of obstruction, trash, litter, and debris at all times. All discovered issues will be reported to Haven in a timely manner; »Deter diversion of cannabis products by being present and vigilant; »Monitoring employee and patron conduct on the premises and in the parking area; »Preventing loitering, excessive noise or threats of violence interiorly and exteriorly; »Ensuring no consumption of cannabis occurs on the premises, in the parking area, or the public areas immediately adjacent to the premises. FMC §§9-3309(a) & 9-3310(b)(2) (vi); »Responding to and documenting security incidents, as well as notifying the Fresno Police Department when applicable or in the case of an emergency. FMC §9-3310(b)(5); »Escorting visitors; »Assisting with parking issues; and »Inspecting packages and vehicles. 2.7 UNION AFFILIATION Haven has always delivered industry leading wages and benefits for its employees. Please see Section 2.2 where we lay out our suggested wages and benefits packages. We take the laws of the State and the City very seriously. We understand our obligations to provide our employees with the opportunity to freely unionize if they so choose. Haven supports employees’ rights to unionize and has taken proactive steps to preserve these rights by entering into a Labor Peace Agreement for our Fresno operations per FMC §9-3316(b)(2). With respect to our existing locations, we have negotiated labor peace agreements with the Teamsters Joint Councils #7 and #42 in the Long Beach area and in Maywood. As proof of our commitment to this standard, we have entered into LPAs for our operating businesses, and are willing to provide each LPA upon request. In Fresno, Haven worked with the Teamsters Local 431 to craft an LPA and will ultimately enter into a collective bargaining agreement. 2-23 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise Labor Peace Agreement By and between Haven XIII, LLC and Teamsters Joint Councils #7 and #42 Whereas Employer holds or intends to apply for one or more State Licenses to engage in commercial cannabis activity, and intends to become a licensee to engage in commercial cannabis activity, as such terms are defined by Chapter 1 of Division 10, commencing with section 26000 of the California Business and Professions Code; Whereas Union represents employees working within industries engaged in cultivating, processing, warehousing or transportation of perishable and consumer products, and such industries are within the historical and recognized jurisdiction of the Union; Whereas Employer desires to construct and operate commercial cannabis activities within the Union's geographic jurisdiction, and desires to do so without disruption, unrest or delay that may be occasioned by labor disputes; Whereas the Union seeks a means of efficiently and amicably resolving disputes relating to its representation of employees engaged in the industry in which Employer seeks to operate; Whereas the parties intend this agreement to satisfy the provisions of Business and Professions Code section 26051.5; WherejOl'e, the Parties voluntarily enter into this agreement, which shall be binding on them: 1. Scope and term: A. Scope. This agreement shall apply with respect to any and all commercial cannabis activities in which the Employer currently engages and any operations the Employer engages in the future, in addition to any businesses acquired by the Employer with respect to employees not already represented by a labor organization. This Agreement shall be submitted with any application made by Employer to obtain any License to engage in commercial cannabis activities pursuant to state law or local governmental ordinances. B. Term. This agreement shall be in effect and binding upon the parties from the date on which it is executed and continuing for and continuing for a period of one year. This agreement shall be binding with respect to all employees engaged in commercial cannabis activities employed by the employer but shall cease to apply to employees for whom (I) a labor organization is recognized and the parties have entered into a collective bargaining agreement covering such employees; or (2) the National Labor Relations Board has issued a certification with respect to such employees. C. Limit. This agreement does not mandate a particular method of election or certification of the Union as the exclusive representative of the employees for the purposes of collective bargaining, 2-24 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise 2. Obligations of the Emuloyer A Neutrnlity. The Employer shall remain neutral with respect to the Union and its representation of employees covered by this agreement. Neutrality means that the Employer shall make no written or oral statement or take any action opposing or advocating unionization. The Employer also shall not demean the Union as an organization or its representatives as individuals, nor portray the Union in a bad light. The Employer shall not retaliate against, disparage or pressure any employee for voicing his or her support or opposition of the Union or union representation, and shall not conduct captive audience meetings. The Employer will inform all managerial employees, supervisors, or other agents of the Employer of their obligations under this Agreement and will take prompt and appropriate action to stop and correct any violations of this Agreement up to and including termination from employment for any violations of this neutrality provision. B. Union Access. The Company recognizes the Union's right to communicate with the workers it seeks to organize and the Union recognizes that access must accommodate the Company's concerns with minimizing disruption of its business and productivity. The Company shall permit Union representatives access to employer property and facilities for the purpose of communicating with employees about Union representation. Employees will be allowed to distribute literature and distribute and collect authorizations cards. C. Employee Eligibility List. The Employer shall provide to the Union the names, addresses, telephone numbers and email addresses of all non-managerial and non- supervisory employees covered by this agreement, together with a designation of the work location and department/function of each listed employee, which shall be described with respect to one or of the following types of work: clerical, cultivation, manufacturing, processing, laboratory services, labeling, packaging, storing or warehousing, transporting, distributing, sales, or security/guards. The Employer shall update eligibility list regularly and no less often than monthly ifrequested by the Union. The Eligibility list shall be used for and be regarded as a conclusive eligibility list for the purpose of determining whether the Union enjoys a majority of support among the employees, or a subset of such employees appropriate for purposes of collective bargaining. D. No Lockout: The employer shall not engage in a lockout of employees. 3. Obligations of the Union A. Union Neutrnlity. The Union agrees to communicate with employees in a positive manner and shall not denigrate the Company, its managers, supervisors, agents or representatives. The Union shall not present or portray the Employer in a bad light to employees or to the public. B. Non-disruption of business operations. The Union's activities shall not disrupt or interfere with the Employer's operations or business. 2-25 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise C. No Strike. The union and any employees it represents will not engage in or encourage any strikes, slowdowns, picketing or other concerted activity. The union will not engage in any hand-billing directed at the public except insofar as the parties agree in advance that such hand-billing is appropriate and not a breach of this agreement. D. Assignment of Local Union. The respective Joint Council which has the geographic jurisdiction over the work location or locations of the Employer shall assign the local union which will represent the members of the bargaining unit. 4. Resolution ofDisnutes A. Notice of breach. Should a party determine that the other may be in breach of this Agreement, it shall inform the other in writing. The party so informed shall have 24 hours to cease and desist from the practice and/or provide an explanation of its action. In the event the aggrieved party is not satisfied, it shall invoke this dispute resolution procedure set forth in this Agreement as the sole means of resolving the dispute. B. Resolution of Disputes. Any and all disputes regarding the interpretation, application or compliance with this Agreement shall be subject to binding arbitration, with the sole exception being injunctive relief sought for the purpose of maintaining the status quo pending the resolution of the particular dispute under this procedure or to enforce the decision of the Arbitrator. Should a dispute arise, either party may request a panel of seven (7) arbitrators from the Federal Mediation and Conciliation Service ("FMCS"). Arbitrators on the FMCS Panel must be members of the National Academy of Arbitrators from Northern California. The parties shall alternately strike from the FMCS Panel. The selected arbitrator shall provide dates and the parties shall agree on a date that is no longer than sixty days following the date on which they have selected the arbitrator. If he or she is unable to offer dates within such sixty-day period, the jurisdiction to hear the dispute shall be offered to each arbitrator on the FMCS Panel in the reverse order that they were struck by the parties. At the conclusion of the hearing, the parties may submit oral argument, but neither party shall submit any written briefs. A final written decision may be issued by the arbitrator at the conclusion of the hearing or within three days of the close of the hearing. The parties shall request the arbitrator who first hears a dispute under this provision to accept designation as a permanent arbitrator if s/he is willing to continue to hear and resolve disputes on an expedited basis. Except as provided in subsection C, the parties shall split the cost of the arbitrator and bear their own costs of participation in the dispute resolution process. C. Exceptional Remedies for Willful Breach. In the event the Arbitrator finds a party has willfully breached this agreement, s/he shall impose the following remedies as appropriate to fully remedy the breach: Injunctive relief; award of attorney's fees and arbitration costs; extension of the term of this agreement; foreseeable, reliance, consequential or actual damages; specific performance; and liquidated damages in an amount ofno less than $5,000. In the event a prevailing party must proceed to a court of law to confirm and/or enforce an award issued under this agreement, the losing party 2-26 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise shall be liable for payment of reasonable attorneys' fees and costs incurred to enforce and obtain compliance with the award. 5. Severability To the extent one or more terms of this agreement are determined to be invalid by a court of law or by a final decision of an administrative agency that is appealable only to a court of law, the remaining provisions shall be unaffected and shall remain in force and effect. 6. Warranty of Authority The parties warrant that their respective representatives who have executed this agreement have full authority to bind and obligate the parties to the terms set forth herein. Agreed and accepted this 3rd day of December 2020: By: ~ S~>UaH,, Name: Michael Simonian Title: CEO For Employer: Haven XIII, LLC By: ~~ Name : Peter Nufiez Title: President, General Teamsters Union Local 431 2-27 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise 2.8 WORKFORCE PLAN The focal point of our workforce plan is to offer local residents quality positions, earning more than the minimum or living wage. As is shown above, Haven will bring a number of new opportunities to Fresno, and offers wages that far exceed the minimum and living wage. In addition, Haven provides competitive benefits not typically found in small businesses. As our company continues to grow, so will the opportunities we afford our staff. 2.8.1 100% LOCAL HIRES Local Employment Goals Haven’s local employment goals are simple. We seek to: »Hire 100% local residents, with at least 30% qualifying under Fresno’s Social Policy; »Offer high quality employment opportunities, including management positions; and »Offer competitive wages and a full-benefits package. Haven is a locally owned business. As a locally owned business, our number one focus will be to create employment opportunities and offer each new position to a local resident of the City of Fresno. Haven understands the need for economic growth in the region, and is committed to creating new employment opportunities (including management positions) with preferential hiring focused on the residents within the City. To achieve this goal, please see our detailed recruitment and outreach plan described above in section 2.4. For the avoidance of doubt, to meet the requirement that local hires be residents of the City at the time the filing of this application, to the extent permissible by law, we will request proof of residency identifying an established date. 2.8.2 CONTINUING EDUCATION Haven provides a wealth of opportunities to employees for continuing education. From tuition reimbursement, to in-house paid training, Haven ensures that we offer employees every opportunity to stay apprised of changes in the industry. Please see Section 2.3 for an expansive list of our continuing education programs and opportunities. PATHWAY TO ADVANCEMENT General Structure Haven has a rather simple employee structure. There are three tiers of employees. Tier 1 includes all entry level positions, such as Customer Experience Specialist (“CES”), Receptionist, Delivery Driver and Inventory Intake. Tier 2 includes middle management positions Sales Manager and Inventory Manager. The CES, Receptionist and Delivery Drivers report to the Sales Manager. The Inventory Intake reports to the Inventory Manager. Tier 3 includes upper management, the General Manager. Middle management reports to the General Manager. Security is contracted from a licensed security company, and reports to the General Manager as well. Haven Employee Organizational Chart General Manager Inventory Manager Inventory Intake (Vendor Deliveries) Sales Manager Delivery Driver Receptionist Customer Experience Specialist Security Officer HAVEN • • --=-• •• T T 2-28 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise Advancement Haven, as a matter of principle, posts all available positions internally prior to making positions available to the general public (within the restrictions of the law). This policy gives all current employees the opportunity to choose whether to apply for a position senior to their own. Should an employee show promise, but not seek out a promotion, Haven management will make suggestions of additional opportunities (within the restrictions of the law). Those employees who show competence, interest and loyalty may be offered the opportunity to acquire equity and become an owner in Haven. Haven believes in rewarding employees who are committed and integral to the success of the business. Apprenticeships Haven offers shadow training to all employees who seek to become management. Shadow training includes pairing an entry level employee with a member of management and allowing the employee to participate in the day-to-day responsibilities of the member of management. While there are strict security protocols in place, typically we can still offer this program while adhering to our security protocol by slightly altering the duties of the trainee. While we have not offered outside training to interns or apprentices in the past, this is something that Haven is more than willing to consider. We are specifically interested in offering this opportunity to those participating in the Social Equity program, or to those interested in applying in a further round of applications in the City. As part of this offering, Haven would provide incremental training opportunities to interested parties which would include an overview of daily operations, customer services, and standard operating procedures. Due to the heightened security measures and regulations governing cannabis businesses, we simply need to explore meaningful ways to serve those interested in learning while staying legally compliant and keeping our security protocols intact and protected. 2.8.3 LIVING WAGE 2.9 SOCIAL EQUITY BUSINESS INCUBATOR Haven understands the challenges faced by social equity applicants, and has a history of working with social equity programs in different cities across the State. We realize the disadvantages faced by individuals from low income areas or who have been disproportionately impacted by the war on drugs, and we strive to use our resources to help level the playing field. Haven’s team is very excited about the possibility of partnering with a Fresno social equity candidate in the future to build out future Haven locations. In the meantime, we will use our store as a social equity incubator as follows. Creating Social Equity Owners Haven has committed to hiring 30% of our staff from those who meet one of the criteria laid out in FMC 9-3316(b)(1). Utilizing our pathway for advancement, explained above, we will work with individuals from this group who may have a true interest in cannabis business ownership as opposed to simply a career in cannabis. Through our employee training, mentorship, and continuing education programs (described above), we will provide our team members with the skills necessary to operate their own licensed cannabis businesses. Just as we provide an extensive employee training, on a one-on-one basis, we will provide shadow training with interested candidates on the ownership level. HAVEN 2-29 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 2: Social Policy & Local Enterprise Funding Social Equity Businesses We realize that the number one obstacle to social equity business ownership is adequate startup capital. Because of this, we have committed 0.5% of our annual gross revenue toward the City’s Community Reinvestment Fund to provide grant funding for social equity applicants or to be utilized in whatever way the City feels necessary. »Business Administration Technical Assistance: As Haven’s operations team has opened nearly a dozen cannabis retail stores, we understand the ins and outs associated with such an undertaking. Each location opened requires special attention on the SOPs implemented. While expanding rapidly, the industry is still in its infancy, and best practices are constantly evolving. As experienced operators, we can lend a hand to local equity owners by providing business administration assistance in the following ways: »Standard Operating Procedures - A successful cannabis business must utilize detailed SOPs to ensure that their operations are legally compliant and industry best practices. As we operate several cannabis retail stores, we have streamlined our SOPs over the years. We will offer a workshop to local equity owners on SOP drafting, in an effort to give all local equity owners the opportunity to begin operations compliant with the laws. »Cannabis Industry Partners - All cannabis products retailed in a licensed retail cannabis store must come from a licensed distributor. Over the years, we have developed excellent relationships with multiple licensed and compliant distributors, manufacturers and cultivators. We will host a meet and greet (virtually if necessary) to introduce local equity owners to our cannabis industry partners, to ensure that local equity owners have access to licensed and tested cannabis products. »Technology Systems - In the past few years, technology in the cannabis industry has evolved considerably. From Point of Sale systems, to security systems, to GPS, tech is ingrained into a properly run retail location. Haven is well versed in multiple facets of industry tech. Not only have we utilized a variety of products, we are constantly on the search for the most current and useful technology available. Haven will make itself available to Local Equity owners, who may have questions, require training, or simply need guidance on what technology is needed and the functionality of different platforms. Technology can be intimidating, but Haven is here to counsel those in need. »Pro Bono Legal Services: Haven is extremely fortunate to have multiple licensed lawyers as part of our operations team. Courtney Caron and Greg Nacham specialize in cannabis law. Utilizing our legal expertise, we will offer local equity applicants pro bono legal services in cannabis licensing and general contract principles. Depending on the need, we will offer 1 on 1 sessions or a workshop-style cannabis licensing clinic. These services will be offered above and beyond those devoted to the Expungement Clinic. Shelf Space for Social Equity Products As is described in Section 1, Haven strictly enforces our vetting process when it comes to carrying new products in our cannabis businesses. We are certainly open to saving shelf space for local producers, but will expect that each meet the same standards as those we carry in order to protect our consumers. AAas the cannabis industry grows in the Fresno area, we expect to see many high quality products emerge from the area, and we will absolutely set aside a “locals only” section in our stores. HAVEN SECTION 3 Neighborhood Compatibility 5689 E Kings Canyon Road Fresno, California HAVEN 3-1 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 3: Neighborhood Compatibility SECTION 3: NEIGHBORHOOD COMPATIBILITY OVERVIEW As we have opened Adult-Use Retail Dispensaries in multiple cities, we are intimately familiar with the challenges and controversies that arise from differing views on the sale of legal recreational cannabis. In our experience, communities are often divided between enthusiastic community members and those on the opposite end of the spectrum harboring real concern. Haven has redefined the meaning of “neighborhood compatibility and integration.” Through the process of opening locations in a variety of neighborhoods, we have come to realize that neighborhood compatibility and integration is more than controlling odors and properly disposing of waste. It is more than fielding neighborhood concerns. Neighborhood compatibility and integration includes providing frequent opportunities for community members to contribute their thoughts and ideas in a meaningful way. Most importantly, compatibility and integration involve giving back to the community in ways that are innovative and lasting. Proper community integration takes time, thoughtfulness and a true understanding of the community. Haven has developed a Neighborhood Compatibility Plan, specifically for the City of Fresno, that carefully incorporates specialized needs focused on the area where we intend to open. Upon receiving a license in Fresno, Haven will make any necessary adjustments to the Neighborhood Compatibility Plan as recommended by the City and community members in order to truly tailor the plan to the community and its needs. Haven’s Neighborhood Compatibility Plan is more than just a theoretical pitch, it is a true commitment and promise to the community. MEET OUR NEIGHBORS A critical first step in building a solid Neighborhood Plan, is to know exactly who our neighbors are. Through walking the neighborhood, conducting online research, and having meaningful conversations with community members, we have identified the following businesses as our immediate neighbors. Sunnyside Delicatessen - 5691 E Kings Canyon Rd. Irish O’Sullivan’s - 5689 E Kings Canyon Rd. Les Schwab Tire Center - 5740 E Kings Canyon Rd. ARCO - 5687 E Kings Canyon Rd. Bank of America - 5708 E Kings Canyon Rd. High Style Salon - 5724 E Kings Canyon Rd. Patricia Pearson - Allstate Insurance - 5755 E Kings Canyon Rd Suite 106. Great Clips - 5677 E Kings Canyon Rd Suite 102. FoodMaxx - 5671 E Kings Canyon Rd. Javier’s Mexican Restaurant and Cantina - 5680 E Kings Canyon Rd. Bank of the Sierra - 5775 E Kings Canyon Rd. McDonald’s - 5645 E Kings Canyon Rd. Wooforia Grooming Salon - 5710 E Kings Canyon Rd. Huong Lan 10 - 5669 E Kings Canyon Rd #102. Apna Bazar - 5627 E Kings Canyon Rd. • DISCOU NTS 9 Huor.g Lan 1 o ' FoodMaxx 9 'McDonald I Dloi••.•O LECU Y C, Los Arbohtos Apa rt menlS l ; Restau • t.Klnot CIO')' 9 Greenery Apa nmenls I 3-2 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 3: Neighborhood Compatibility SUPPORTING OUR NEIGHBORS Potential B2B Partners Haven knows with certainty that supporting neighboring businesses is one of the most effective ways of positively impacting the surrounding community and stimulating the economy. Just as we have formed meaningful relationships with businesses local to our other Adult-Use Retail Dispensaries, we will seek B2B relationships when launching in Fresno as well. We believe that the following businesses would make excellent B2B partners: »Sunnyside Delicatessen, Irish O’Sullivans, Javier Mexican Restaurant and Cantina, Huong Lan 10, and Apna Bazar can be utilized to provide snacks and meals for Haven’s staff appreciation. »Les Schwab Tire Center likely offers local coupons and discounts. In exchange for offering patrons of Lee Schwab Tire Center a discount for showing a receipt of a recent car service, Haven will ask this business to include coupons to our retail store in the kiosk. »Avenue of Flowers can provide fresh flowers and greenery for Haven’s lobby. Plant life always brightens a business’s appearance. For additional needs, Haven is committed to first looking locally. For example, should any services associated with construction, I.T., staffing, security, hospitality, packaging, interior design, HR or Payroll, be necessary we will first consider those businesses located in Fresno, before searching elsewhere. As always, when staffing the Haven retail store, we are committed to hiring only individuals from within the local community, where permitted by law. Discount Program While not all businesses surrounding the proposed property offer a service that can be utilized in the operations of the retail store, Haven can still show support to neighboring businesses by offering guest consumers a discount on their cannabis purchase upon showing a receipt proving patronage of neighboring businesses. Neighboring businesses who fit perfectly for this program are: »Restaurants, including Sunnyside Delicatessen, Irish O’Sullivans, Javier Mexican Restaurant and Cantina, Huong Lan 10, and Apna Bazar, are also businesses that people frequent when they are either enjoying leisure time or running errands. Running special promotions for restaurant patrons has a proven high rate of return on investment. »People often count on their local salon to find out about new, trendy services in the area. Haven believes that the retail store will be seen as a component of self-care and a modern trend that goes hand-in-hand with feeling and looking great. Patrons of High Style Salon and Great Clips will be offered a discount at Haven. »Les Schwab Tire Center provides automotive services to community members. Haven will provide a discount on cannabis products to any member of the community to show proof of having utilized this automotive shop for vehicle maintenance. »Service Community Member Discounts are often available at Haven. We are thankful to our Veterans and to all professionals who keep our community healthy and safe. By way of example, Haven recently offered a 20% discount to all first responders and veterans on products at our Southern California locations. 3.1 COMPLAINT MANAGEMENT PLAN Fielding complaints comes with the territory of owning a cannabis business. Haven, as a forward-thinking company, attempts to reduce the number of potential complaints by considering all scenarios during the business plan drafting phase. Measures are included in our business plan and below to address potential concerns related to noise, light, odors and excess traffic. Regardless of the careful and methodical approach taken, from time to time there is a need to quickly and actively respond to complaints. As such, Haven’s door is always open to community members wishing to express concern. COMMUNITY LIAISON At each Haven location, a Community Liaison (“CL”) is appointed to serve as the direct point of contact for the residents, city staff and law HAVEN 3-3 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 3: Neighborhood Compatibility enforcement. Our CL is a local staff member, generally the General Manager, and will provide immediate response when necessary. The CL’s duties include handling all community concerns, comments, or suggestions. The CL will be present at all open houses and citizen panels. Aside from direct communication with the community, the CL will engage with the City Council and cannabis department and provide all feedback to the ownership and management team. Upon licensing, Haven will provide City officials, law enforcement and residents and businesses within a 1000-foot radius with detailed contact information for our CL. All contact information will be kept current at all times and will be posted on the door of the facility and on the company website. As we have yet to hire our local staff members, Haven’s interim CL is Mark Simonian. COMPLAINT RESPONSE PLAN As a forward-thinking company, we considered all scenarios during our planning phase in an attempt to reduce the number of potential complaints and concerns brought by community members. Our application includes measures to address potential concerns related to noise, light, odors and excess traffic, to name a few. From time to time, even with a careful and methodical approach, there is a need to quickly and actively respond to complaints. All complaints will be addressed no later than 48 hours from receipt, besides emergencies which will be addressed immediately. To ensure that no complaints are overlooked, we implement the following Complaint Response Plan. »Complaints and concerns will be accepted by our staff in person, via email, by text, on our website, or by telephone. »At the time the concern is logged, contact information will be requested so that we may follow up with the community member following an enacted resolution. »The staff member who accepted the concern will immediately notify the General Manager on duty (“GM”). If the GM is not the assigned liaison (as we often have several members of management on duty at one time), the GM will immediately notify the liaison. »The liaison will review the concern, identify a plan to rectify the concern, and put the plan into action. To ensure that the community member knows we are hard at work, the liaison will contact the community member and share the details of the plan with them. »Once the remediation plan has been complete, the liaison will again reach out to the community member and advise them of the solution. The complaint will be stored according to our records retention policy. COMMUNITY RELATIONS PLAN Haven’s Community Relations Plan is the blueprint for how Haven communicates as a business with the community. Community Relations Plan Goals 1. Establish a schedule of timely communications between Haven and members of the community. 2. Raise awareness of Haven’s brand and values among community members across Fresno. 3. Garner support for Haven’s Community Benefits Plan from community members. 4. Use media outlets (social, print, commercial) to promote Haven’s brand and Community Benefits Plan. HAVEN 3-4 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 3: Neighborhood Compatibility Pre-Licensing Outreach In connection with The Artist Tree (another cannabis applicant), we reached out to multiple community members to discuss commercial cannabis coming to the City of Fresno. Once selected, we intend to continue holding these meetings and discussions to ensure that we are including the thoughts of City stakeholders in each decision we make. »City Council Outreach: We aspire to work closely with the City Council members in each city where we locate. We seek opportunities to support Council members in their efforts to foster growth and the wellbeing of the City. In late summer and early fall, we had the opportunity to speak with Council Members Bredefeld, Arias, Karbassi, and Chavez. We also shared our business plans and sought input from Council members Esparza, Soria and Caprioglio, though they were unable to meet with us. While each Council member had unique and individual thoughts regarding cannabis coming to Fresno, one common concern was shared unanimously. Each was adamant that safety, security and compliance be the main priority of all incoming businesses. As you will see in Section 4 and 5, we did not take these conversations lightly, and we are confident that our past experience operating 100% compliant cannabis retail stores will exceed the expectations of the City Council. »Planning Department Partnership: Haven is known for fast tracking the land use permitting process in each of our locations. To make the permitting process as quick and seamless as possible, we develop working relationships with local Planning Departments. In early September, we spent some time discussing our project and the CUP process with Dan Zack, Deputy Director of Planning. During this meeting, Dan went through the CUP process, and provided us with an understanding of what the City will need in order to process our CUP. We have already begun preparing our building plans. We will submit them to the City immediately upon filing this application, so that we can quickly open in Fresno, should we be given the opportunity to do so. We aim to open as quickly as possible, because the sooner we open, the sooner we can provide the City with tax revenue. »Partnering with Local Law Enforcement: In early October, we had the opportunity to meet with Deputy Chief Salazar of the Fresno Police Department. During our meeting, we asked the Deputy Chief to share his concerns with legalized recreational cannabis coming to Fresno. Like the City Council Members, Deputy Chief Salazar expressed concerns about the importance of operating compliant cannabis businesses with adequate security. We explained our comprehensive STAFF Local Staff Corporate Staff Corporate Staff Local Staff Local Staff Local/Corporate Staff Local Staff Local/Corporate Staff TIME FRAME Immediately Pre-Licensing Pre-Opening Post-Opening Quarterly Monthly Post-Opening Post-Opening Post-Opening GOAL 1-3 1, 2 2, 3 1-4 1-4 1-4 1-4 1-4 TYPE Community Liaison Initial Letter Campaign Door-to-Door Canvassing Community Public Meeting / Open House Community Surveys Monthly Newsletter Citizens’ Panel Youth Education & Use Prevention Plan 3-5 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 3: Neighborhood Compatibility security protocols and our track record of operating stores with zero nuisance complaints or criminal activity. Because the Police Department is overburdened with gang and illegal drug activity, incoming cannabis businesses need to be part of the solution and not the problem. We are deeply committed to working with the Department and helping to create a program to reduce the sales of black or grey market cannabis goods. »School District Outreach: Nearly all of Haven’s owners and many of the operators are parents of young children, and we understand first-hand the concerns related to youth and cannabis use. To better understand the issues facing youth in Fresno and the fears of parents and residents, we reached out to the Fresno Unified School District Board of Trustees and spoke with Board Member Elizabeth Jonasson Rosas. Elizabeth shared with us several concerns and allowed us to share with her our Youth Education and Use Prevention Plan. In addition, Elizabeth provided us with a list of giving opportunities that would greatly impact the youth of Fresno, some of which we have already tackled! Elizabeth also introduced us to a local principal, Matt Ward of Sequoia Middle School. Matt shared the perspectives and concerns of several principals district-wide. Specifically, he requested that we ensure we do not offer any branded paraphernalia (clothing, bags, non-cannabis branded products) to youth, as they have had issues with students wearing the clothing of a popular cannabis brand on campus. This trend has led to a ban of this particular brand on campus. As a matter of principle, Haven does not market to youth, period. You will not find our branded clothing in any retail location other than our retail stores, where age is strictly monitored. In addition, Elizabeth explained to us that there were students attending Roosevelt High School who had no headsets to utilize during their distance learning. Understanding the struggles that students face during the pandemic, we immediately sent $2000 to FUSD to assist with purchasing headsets for the students in need. (For more information on this contribution and our Youth Education and Use Prevention Plan, please see Section 7.) »One Cannabis Community: Haven is constantly seeking ways to bring together the cannabis community. In several jurisdictions, we have competed with The Artist Tree for licensing. Thankfully, both of our organizations have been granted licenses in the same cities. In preparation for this application, through our outside council Courtney Caron, we worked with The Artist Tree to learn more about the needs of Fresno and how our organizations could work together to bring legal and safe cannabis to the area. »Early Community Meeting: Upon receiving notice that Haven has been selected to advance to Phase III, we will host a community meeting for all of our interested neighbors. While we prefer an in-person meeting, due to COVID-19, we will host a virtual community meeting. Haven will send a postcard to every commercial and residential neighbor within a 500 foot radius of our proposed location and invite them to attend our community meeting to learn more about Haven and to voice any early concerns. »Job Placement Services: Haven works diligently to offer employment opportunities to qualified local residents. In order to locate residents most in need and to support the Social Policy implemented by the City (per FMC §9-3316(b)2)), we met with Patrick Turner of the Fresno Economic Opportunities Commission (“FEOC”). During our meeting, we discussed the potential of partnering with FEOC and The Artist Tree to offer cannabis job placement services and training for local residents. Haven is committed to funding a grant for this purpose to ensure that we reach our goal of hiring 100% local residents with at least ⅓ of our new employees from those who fall in the categories listed in the Social Policy. (Please see Section 2 for more information on our proposed partnership.) HAVEN 3-6 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 3: Neighborhood Compatibility Post-Licensing Outreach Letter Campaign: To inform the community about our proposed business Haven has prepared a letter to send to all businesses and residences located within a 1000-foot radius of the business property. The contents of the letter included an introduction to Haven and an invitation to connect to discuss any community concerns. »Door-to-Door Canvassing: When permitted by the City to speak openly about launching in Fresno, Haven staff will go door-to-door to meet business and residential neighbors immediately surrounding the location we choose. Staff members will answer any questions presented, address any outstanding concerns, set up individual tours of the business, and provide information on Haven’s plan to positively impact the community. »Community Public Meeting / Open House: Upon opening the dispensary, Haven intends to host a community outreach public meeting. The purpose of the meeting is to introduce Haven to the community, openly discuss Haven’s Community Benefit Plan and Community Calendar, and open a dialogue with community members to solidify and improve upon the above-mentioned plans. Haven welcomes all input from community members related to organizations in need of support, or with special meaning. Haven will adjust our Community Benefits Plan to reflect input from the community. »Community Surveys: Twice a year, Haven intends to conduct a community survey, promoted at the dispensary, via email and through social media. The surveys will solicit input from the community on the impact of the business, the effectiveness of Haven’s ongoing outreach efforts, specific ways Haven can improve the City as a whole, and ways to improve the neighborhood immediately surrounding Haven’s location. »Monthly Newsletter: Utilizing appropriate “opt in” and “opt out” procedures, incorporating all data privacy regulations, and implementing age gate technology, Haven will send monthly email blasts to all contacts. The newsletter will contain information on the progress of Haven’s build-out, upcoming community involvement opportunities, citizen panel meetings, specials and discounts offered, and employee highlights! Youth Education and Use Prevention Plan: Arguably the most important of our outreach methods, is the implementation of our Youth Education and Use Prevention Plan. Keeping children away from cannabis and educating them on its potential harms is a top priority, so we will engage our community partners and marketing resources to develop a robust cannabis education campaign geared toward youth education and the prevention of youth cannabis usage. Unique Farms’ educational resources will be available in both English and Spanish to help ensure that all segments of the City’s youth population are accounted for. To fully review our Youth Education and Youth Prevention Plan, please see Section 7.2. 3-7 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 3: Neighborhood Compatibility 3.2 NUISANCE ABATEMENT MANAGEMENT OF RETAIL LOCATION Haven, having years of experience managing retail cannabis locations, has a clear understanding of how to reduce the possibility of nuisance. Our process includes heightened security, building relationships with local law enforcement and 24-hour contact with our management team. Specifically, we enforce the following policies: »24-Hour On-site Management. Haven provides in-person surveillance of the cannabis retail facility 24 hours a day, 365 days a year. During operational hours, the General Manager monitors the inside of the facility, while one of the security personnel walks the perimeter. The constant monitoring of the interior and exterior keep the property both free and clear of nuisance. »Video Surveillance. A state-of-art surveillance system monitors the interior and exterior of premises 24-hours a day. The surveillance footage is constantly reviewed by the manager on duty, community liaison and security personnel, in order to identify any nuisance that may be in progress. Immediately upon becoming aware of any nuisance, management will work with the security personnel to rectify the situation. Law enforcement will be immediately contacted if necessary. »Complaint Management Plan. As is described above, Haven implements a Complaint Management Plan to timely address all concerns presented by members of the community. »Community Liaison. Haven assigns a Community Liaison to each location, as mentioned above. The Community Liaison is often the manager on duty, and after hours management staff rotates the responsibility. The liaison contact number is available on the front door of the facility and on the website. Should a complaint arise due to nuisance, the community liaison will immediately reach out to the security personnel to address the situation. »Public Postings. Haven will publicly post a copy of its assigned BCC QR Code (linked to an electronic copy of the license) in the front window or on the door for public viewing. »Prohibition of Loitering. At no time will management or security allow individuals to loiter near or on the property. Security will strictly monitor the exterior of the building to ensure that neighboring businesses and our own business are free from loitering. Abating nuisance is high priority for Haven. As such, if the City or community members have additional suggestions for meaningful mitigation, Haven is open to hearing and incorporating viable suggestions. Noise Control Across all Haven locations, our goal is to create a stress-free atmosphere where consumers of cannabis or those considering consumption may receive education about and shop for cannabis products. This goal cannot be achieved in an environment where excessive noise is created. To achieve this goal, Haven implements the following protocols to control potential noise onsite: »Security guards patrol both the interior and exterior of the property, 24-hours a day. Should excessive noise be identified, the guards will take immediate action to remedy the situation. »Inside the dispensary, we maintain a guest-to- staff ratio of no more than 2:1. Implementing this ratio ensures that all guests are assisted quickly and with care, reducing the need to spend excessive amounts of time inside. »When the showroom floor has reached a 2:1 ratio, all additional guests are asked to wait in the Reception Area. Guards will constantly monitor noise levels of waiting customers and prevent any excessive noise. Haven will not allow customers to queue outside of our facility to minimize noise. Lighting Haven’s interior, by design, includes ample overhead lighting. We feel a well-lit Retail Sales Floor removes the stigma of cannabis stores seeming dark and classless, and instead leaves guests feeling secure. Exteriorly, the lighting will match that of the neighboring businesses and comply with all applicable neighborhood and City general plans. To maintain proper security, exterior lighting will be installed near the location of all surveillance cameras, entrances, exits and parking areas. Haven does not foresee complaints HAVEN 3-8 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 3: Neighborhood Compatibility related to the tasteful lighting selected for this location, as no lighting will be installed without the approval of the City Planning Department and due to the primarily commercial nature of the area. In the off chance that a complaint does arise, Haven will work with the City Planning Department to immediately rectify the situation and develop alternative lighting plans acceptable to all. Odor Control Summary As is outlined below, Haven has in place a strict Odor Mitigation Plan. In today’s cannabis retail market, due to the restrictions implemented by the Bureau of Cannabis Control and California regulations, cannabis products and cannabis waste are concealed in such a way to minimize odors. Additionally, no cannabis consumption is allowed on or near the property. Should neighboring businesses or residences find offensive odors associated with the dispensary, Haven will immediately discuss the complaint with the community member, identify the source of the odor, rectify the source, and update the Odor Mitigation Plan accordingly. Our full Odor Mitigation Plan can be found in Section 3.3 below. Litter Haven will not permit customers to open products inside our retail store nor on premises. We will include signage, which is clearly visible to customers as they exit the Reception Area, advising customers that all products must be consumed offsite and not on public property or in a motor vehicle (even when parked) in accordance with CA Health & Safety Code §11362.3. We will carefully monitor any litter near our premises, regardless of whether it is related to our business, and provide trash receptacles in appropriate locations. A Haven Security Guard will make hourly sweeps of the perimeter of the property, thoroughly inspect the exterior of the property and the parking lot for litter, and remove any litter found. Should we receive any complaints regarding litter appearing on neighboring properties, we will immediately implement a corrective action and increase the distance of our hourly patrols to include the surrounding areas. Crime Prevention Haven understands that community members are often concerned about an increase in crime as a result of a new cannabis business. As we have integrated into several communities, we have had at length discussions with community members about this very issue. All of Haven’s dispensaries incorporate security protocols far beyond those required by law in an effort to prevent crime as described in Section 5: Security Plan. Rather than increase neighborhood crime, Haven will improve security and safety in the neighborhood through partnerships with local law enforcement, installation of state-of-the-art security systems, and installation of appropriate lighting. While there are currently no onsite security guards at our proposed location we will employ full-time onsite security 24-hours a day to maintain access control and surveillance, effectively deterring criminal activity. In addition, upon selection to receive a cannabis license, we will reopen our discussion with the Fresno Police Department in order to develop a strategic plan to deter crime in the neighborhood. Lastly, should additional cannabis businesses receive licenses within a reasonable distance of our retail location, we will reach out to them and suggest a joint security plan be enacted. Ensuring No Access by Minors It is not uncommon for us to receive concerns regarding the possibility of underage persons accessing our facility. Per local and state law, Haven prohibits anyone from entering the Retail Sales Floor unless he/she is 21 years of age or older or 18 or older with a medical card or physician’s recommendation (FMC §9-3310(a) (3)). Our check-in procedures include strict age verification protocols with use of an ID scanner to identify counterfeit IDs. We will confirm medical status by verifying a patient’s medical card with the County of Fresno or by contacting the prescribing physician. In designing our storefront, we use techniques that are less attractive to minors. We do not use bright colors, cartoon characters or any pop- culture references in our design. Haven will not advertise on billboards, banners, bus shelters or use any other outdoor signage pursuant to FMC §9-3309(h)(5)-(6). We will not carry any products that resemble traditional candy or other foods, or with movie characters, children, cartoons, or other images that are appealing to children. All cannabis products will be sealed in child- resistant, opaque packaging per State code. HAVEN 3-9 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 3: Neighborhood Compatibility Lastly, Haven has developed a detailed Youth Education and Underaged Use Prevention Plan to deter minors from engaging in cannabis related activities (as detailed fully in Section 7.2). Working with Advisory Team Members Marie Slater, a local resident and 47 year Fresno Unified Educator, and Elizabeth Jonasson Rosas, a member of the Fresno Unified School District Board of Trustees, we will partner with local non-profits, Fresno Unified schools and other cannabis businesses like The Artist Tree to provide funding and resources to educate youth on the risks of underage cannabis use. We have identified the following non-profits as a perfect partners: »Fresno Barrios Unidos »HOPE Leadership Institute »Valley Teen Ranch »Big Brothers Big Sisters of Central California »Boys & Girls Club of Fresno County »Valley Crime Stoppers Building Design Haven’s exterior design is simple and classic. Our design model is unassuming and is designed to blend seamlessly into its surroundings, in any city we locate, pursuant to FMC §9-3307(e) (1). We do not include cannabis leaves, green crosses, or any other textual or visual references to cannabis, but instead include a simple single word logo and a handful of inspirational short phrase quotes. Our façade will simply include our name and logo, consistent with FMC §9- 3307(e)(3). Our signage will not be illuminated pursuant to FMC §9-3309(h)(5). No cannabis products or graphics depicting cannabis products will be visible from the exterior of the facility, as we ensure all windows are opaque. (FMC §9- 3309(d)). Our design typically enhances the beauty of each neighborhood we inhabit, and our state-of-the-art security system deters criminal activity. For more information on our building design please see Section 6. Vehicle/Pedestrian Traffic The proposed location for Haven’s retail dispensary is 5689 E Kings Canyon Rd. This parcel currently houses restaurants, a hair salon, a dance studio, and a pharmacy. This parking lot includes 25 designated parking spaces. Haven does not foresee a traffic issue caused by Haven’s potential patrons as E Kings Canyon Rd has ample lanes for traffic to flow smoothly in both directions. Directly in front of the location, there are two lanes moving east and two lanes moving west. Our location includes multiple entrances and exits to the parking lot, thus through traffic will have the ability to move along E Kings Canyon Rd with ease. Along E Kings Canyon Rd, there is an entrance immediately before and an entrance immediately after the property, leading to the parking lot. Our proposed location is positioned in the Roosevelt community area and is surrounded by other commercial buildings as well as residential properties. In addition, we plan to accommodate and encourage customers and employees to walk, bicycle, and utilize public transit if they wish. Our proposed location is a short walk to the NW Kings Canyon-Argyle bus station. The proximity to transit, wide sidewalks, and location near other commercial buildings make the area appealing to the guest who appreciates parking and walking from business to business. The Roosevelt Community Plan lays out several guidelines for businesses operating within its bounds. Specifically, operating businesses must be compatible with their surroundings, and therefore must include adequate parking and landscaped buffers. Our proposed property has adequate parking and will include appropriate landscaping as to fit seamlessly into the neighborhood. From a planning perspective, based on the number of commercial buildings in the area, the Fresno Planning and Development Department likely has projections on the number of pedestrians frequenting the Roosevelt area. While walking through the area, we noticed several vacant buildings. Because commercial buildings are not being used at full capacity, likely the projected pedestrian traffic count is also below projections. Therefore, any pedestrian traffic added as a result of our joining the Roosevelt community should not cause any negative impacts. Additionally, after typical business hours of 9:00 AM to 5:00 PM, many of the businesses surrounding our property will close. This will decrease the levels of vehicular and pedestrian traffic in the area. HAVEN 3-10 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 3: Neighborhood Compatibility 3.3 ODOR MITIGATION PRACTICES Installation of a state-of-the art air purification and odor control system are paramount in the design choices we make for our retail locations. Eliminating cannabis odors inside of our facility is equally as important as preventing odor emissions to the exterior. As we are presently operating successful and environmentally compliant retail locations, with fully implemented odor control plans in our Long Beach and Maywood locations, we intend to utilize the same odor control methods in the build-out of this location, as we have had proven success with this plan. Our Odor Mitigation Plan will: »Effectively eliminate any odors within our facility (see Potential Sources of Odor below). »Provide clean indoor air, extremely important during COVID-19. »Trap cannabis odors from escaping our building. »Fulfill the specific requirements of the City under FMC §§9-3307(d)(4) and 9-3309(j). To mitigate odors, Haven will: »Implement an effective and proven Odor Mitigation Plan. »Update the Odor Mitigation Plan as frequently as necessary to address City and community concerns. »Carry only cannabis products that are prepackaged individually. »Store the majority of our products (other than those needed on the Retail Sales Floor) in a secure storage area in the back of house. »Store all cannabis waste according to our Waste Management Plan (see below) and dispose of all waste in a timely manner. »Address all concerns immediately. 3.4 POTENTIAL SOURCES OF ODOR Pursuant to 16 CCR §5413, the California Bureau of Cannabis Control implemented regulations which have led to a sharp reduction in detectable odors inside and outside of cannabis dispensaries. With the regulations requiring that only tested, final packaging of products be distributed to dispensaries, cannabis odors have been reduced exponentially in comparison to raw materials inside production facilities. It has become common practice for manufacturers and distributors to utilize nitrogen sealing in their packaging practices, which prevents odor emissions from the final packaged products. We suspect very little odor will be created, but have identified the following two sources as potential cause for odor. Again, we have addressed both of these potential issues in our currently operating stores, and have had no complaints related to odor. »Flower Samples. Normally, guests will be able to view and smell flower samples in secured jars with minimal holes on the top on the showroom floor. However, due to ongoing COVID-19 safety measures, guests will not be able to smell flower samples for the protection of both our employees and guests. As a result of the holes, a minimal amount of cannabis aroma may be emitted inside the dispensary. »Cannabis Waste Receptacles. All cannabis waste is disposed of in locked and secure cannabis waste receptacles. While the receptacles are, for the most part, air-tight, small amounts of aroma may be emitted through the slot used for disposing of the waste. Waste receptacles are locked at all times and stored inside the dispensary in limited access areas. For this reason, there should be no odor emitted to the exterior as a result of the cannabis waste receptacles. 3.5 ODOR CONTROL DEVICES During the facility build-out, Haven will install an odor-absorbing ventilation and exhaust system to trap any odor generated inside the retail facility. HAVEN 3-11 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 3: Neighborhood Compatibility The odor control system will prevent emission of odors in the following places: »Exterior of the facility; »Adjacent properties or public rights-of-way; »Exterior or interior common area walkways, hallways, breezeways, foyers, lobby areas, or any other areas available for use by common tenants or the visiting public. Haven’s facility will be equipped with multiple charcoal-filled “carbon filters” placed strategically around the facility to filter any odor created from the packaged products and jars of cannabis flower. Charcoal filtration works by bonding odor molecules from cannabis to the carbon molecules in the charcoal, essentially “scrubbing” odor molecules from the air. Carbon filters will be fitted with “pre-filters” to stop any foreign material like dust and dirt from entering the actual carbon filter and will be changed annually (or sooner if required). In addition, the carbon filters will be changed or have the carbon re-activated bi- annually. High CFM (cubic feet per minute) in- line exhaust fans will be used to pull air through the carbon filters. Along with the carbon filters, Haven will utilize a full HVAC system. The carbon filters circulate air within the HVAC system through an activated carbon filter in order to filter out odors and pathogens that may pose a public health risk or be bothersome in nature. This method is highly effective and can be used in combination with other technologies. Generally, the energy required to run the filtration system is already accounted for in the HVAC air handling and exchange system, keeping the energy usage to a minimum. The above described system should at a minimum meet, but likely exceed, the City’s requirements as it includes: »An exhaust air filtration system with carbon filters that prevents internal odors from being emitted externally. FMC §9-3309(j)(1); »An air system that creates negative air pressure between the retail store’s interior and exterior so that the odors generated inside the premises are not detectable outside. FMC §9-3309(j)(2); and »An uninterruptible power supply (UPS) that provides for critical needs in the event of a power failure. FMC §9-3310(b)(1)(xiii). 3.6 STAFF ODOR TRAINING AND SYSTEM MAINTENANCE Manager Training The Odor Control Plan will be monitored with strict compliance by the Manager on duty. As the system is not complicated in nature, and generally requires the flick of a few switches, Manager training on the operation of this type of system is minimal. Nonetheless, during Manager training, the Manager will be shown the following: »Operational switches; »Location of carbon filters and pre-filters; »Location of UPS; and »Contact information for HVAC maintenance company. Furthermore, the Manager will be trained in proper record keeping practices associated with the operation of the machinery and waste receptacles. The manager will be responsible to provide the City with any and all odor mitigation records, (including records related to installation, maintenance, complaints or deviations from the implemented plan). Managers will be instructed to make a digital copy of all hard records, and to file the hard copy in a secured access area. Staff Members All staff members will be trained by the Manager. Training will include an overview of the Odor Control Plan, including strict guidelines on open product inside the facility. Additionally, staff members granted limited access will be shown the cannabis waste receptacles and instructed on the proper operation of the receptacles. Should suggestions to improve Haven’s Odor Control Plan be made by the City, Haven will immediately implement the suggested changes, update the Odor Control Plan, and provide the new plan to the City within thirty (30) days of HAVEN 3-12 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 3: Neighborhood Compatibility the modifications. Though none are expected, the Manager will also maintain any and all odor complaints and responses to odor complaints. Maintenance Haven will contract with a local HVAC company, like Fresno Value Heating, to routinely service the HVAC system. Part of the maintenance will include yearly replacement of the pre-filters and bi-annual replacement of the carbon filters. Should Fresno Value Heating suggest more frequent replacement of either filter, Haven will comply. Haven’s odor filtration units will effectively remove odor from the air without discharging odorous air into the areas surrounding our facility, while providing healthy air within our facility for customers and employees. Our odor control system meets the City’s requirements that no cannabis odors are detectable outside the facility, in our parking lot, on adjacent property or public rights-of-way, or within a neighboring unit (FMC §9-3309(j)). 3.7 WASTE MANAGEMENT PLAN APPLICABLE LAW CCR: Title 16 §§5054 & 5000(g); Division 30 of the Public Resource Code; FMC: §§9-3310(b) (1)(vi), 9-3310(b)(1)(viii)(1). PROCEDURE The state of California’s cannabis regulations set forth rules for the proper storage and disposal of cannabis waste products. Haven Waste Disposal SOP mirrors the State regulations to ensure full compliance. It also incorporates City regulations to ensure our policy meets Fresno’s needs. The main objective of Haven’s waste management policy is to secure cannabis waste so it is not accessible to children or anyone other than a trained cannabis waste management individual. Haven team members will fully comply with all waste disposal regulations outlined in 16 CCR §5054 and Division 30 of the Public Resource Code. Permitting with FCDPH, prior to engaging in cannabis related operations, Haven will submit a formal Waste Management Plan and obtain a Commercial Cannabis Health Permit. Cannabis Waste Disposal Company Haven will use GAIACA Waste Revitalization, an industry leading, eco-driven, fully compliant cannabis waste management company to process all cannabis waste generated at our facility. Waste Receptacles Haven will obtain secured waste receptacles from GAIACA. The receptacles will be placed within Haven’s limited access back of house or inside the secured vault and will have a lock attachment. Only authorized personnel (such as the General Manager or GAIACA personnel) may unlock the waste receptacles once cannabis waste has been deposited. The ONLY waste that may be deposited in the receptacles is cannabis waste, which is defined as waste containing cannabis which has been rendered unusable and unrecognizable. 16 CCR §5000(g). The waste receptacles will be nonabsorbent, water- tight, vector resistant, durable, easily cleanable, galvanized metal or heavy plastic containers with tight fitting lids. Physical access to areas containing waste receptacles will be restricted to Haven employees and GAIACA personnel. Public access to these areas will be strictly prohibited. Receptacle Signage On or near each receptacle, Haven will place a sign with thorough examples of what is and is not acceptable to place inside the receptacle. ONLY cannabis waste (adulterated and otherwise) will be placed inside the receptacle. Destruction of Cannabis Goods Prior to disposing of a product as cannabis waste, Haven’s General Manager or an appropriate employee must first destroy the product. 16 CCR §5054. This includes, at a minimum, removing or separating the cannabis goods from any packaging or container and rendering it unrecognizable and unusable by mixing it with coffee grounds. Cannabis oil contained in vape cartridges do not need to be removed from the cartridge, so long as the vape cartridge itself is unusable at the time of disposal and we mix them with glue. HAVEN 3-13 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 3: Neighborhood Compatibility Recording of Waste Prior to the disposal of any cannabis product from within the retail store, the appropriate Haven employees will log the cannabis product on the disposal manifest provided by GAIACA, as well as electronically log the disposal of the product in Blaze. Both the physical and electronic log will include the type, the volume, and the batch number of the waste. Only one batch will be disposed of at a time with absolutely no co- mingling. Record Keeping Policy Haven requires waste records to be preserved according to our record keeping policy. Records will be maintained by the General Manager. All records will accurately account for, reconcile, and evidence all activities related to the generation and disposal or deposition of cannabis waste. The General Manager will obtain a record from the solid waste facility evidencing the acceptance of the cannabis waste material at the facility. The record must contain the following information: »Name and address of the business and facility; »Date; »Volume or weight of the cannabis waste accepted; »Facility type; and »Name and signature of the person in charge of the facility who accepts the cannabis waste. Once the cannabis waste is accepted by the solid waste facility, the General Manager will input the date and time of the disposal or disposition of the cannabis waste at a solid waste facility into the track-and-trace database. These records are subject to inspection by the BCC and the City. Selling of Cannabis Waste Haven strictly prohibits the sale of any cannabis waste. Removal of Cannabis Waste Utilizing GAIACA, a proper and experienced cannabis waste management company, Haven will schedule predetermined, regular waste pick up days. Cannabis waste will be removed from the property at a minimum weekly and more frequently if necessary. Waste will never be stored for more than seven (7) calendar days. At no time will the cannabis waste containers be filled beyond capacity, preventing complete closure of the lids. Video Surveillance Haven operates 24-hour recorded video surveillance at all facilities. The waste receptacle will be located in a position where all interaction with the receptacle is visible on camera at all times. FMC §9-3310(b)(1)(viii)(1). Zero Waste Plan While cannabis waste may occur from time to time, Haven strives to operate our cannabis businesses with zero waste. To accomplish this, we recycle or compost waste generated by our business. We have partnered with GAIACA, specifically, to process our cannabis waste, because it is an environmentally friendly operator. GAIACA will recycle, compost, or transform the cannabis waste from Haven’s facility as permitted by law. With regard to non cannabis materials, team members are trained to make every effort possible to identify recyclable and compostable materials, including cannabis product packaging, separate them from other waste, and place them in appropriate containers. Non cannabis recyclable items will be picked up by Republic Services, our recycling service provider. We plan to achieve a 25% landfill rate upon commencing our business, with the goal of reaching a 0% landfill rate by 2026. HAVEN SECTION 4 Safety Plan 5689 E Kings Canyon Road Fresno, California HAVEN 4-1 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 4: Safety Plan SECTION 4: Confidential. Not for Duplication. INTRODUCTION This preliminary Safety Plan is being submitted with Haven’s Phase Two & Phase Three commercial cannabis business permit application. This plan incorporates the applicable provisions contained in Chapter 4, sections 404-407 of the California Fire Code (“CFC”), and 2019 edition Chapter 10, Article 5, Section 10-50100 of the Fresno Municipal Code as required by the Fresno Fire Department. To ensure compliance with the CFC and incorporation of best practices, all of the policies and procedures herein follow the CFC, and the code sections referenced refer to sections of the CFC. In the interest of brevity, per the application instructions, this plan only incorporates the material requested and is not representative of a comprehensive plan. Haven has a comprehensive plan available which we can provide upon request. This plan takes into consideration possible fire, medical and hazardous situations, including: »Accident and incident reporting procedures (4.2); »Fire safety and evacuation plans (4.3); »Location of fire extinguishers and other fire suppression equipment (4.4); and »Employee training and response procedures for fire and medical emergencies (4.5). Clear and accessible evacuation routes Staff regularly trained on safety precautions and procedures Fire suppression equipment throughout workplace Electrical systems and appliances checked regularly Newly installed and frequently tested alarm system OSHA-certified management team HAVEN ~ rrrITT l@J B 4-2 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 4: Safety Plan SUMMARY OF HAVEN’S OPERATION AND BUILDING INFORMATION OVERALL SAFETY FEATURES Described below are the safety features of Haven’s premises, including maintenance and housekeeping procedures. CFC §404.2.2.5. Fire Prevention (Major Hazards) »Accumulation of trash and debris: Haven shall use City approved waste containers that are appropriately sized and stored in an approved location, and will ensure regular trash pickup from the City’s waste services provider, Mid Valley Disposal. »Combustible Storage: Haven will store any combustible materials in an orderly manner and separate from heating or ignition sources so that ignition cannot occur. Very few, if any, combustible materials are kept on the property. »Ignition Sources and Open flames: There will be no open flames on the premises. Any other potential ignition sources will be separated from flammable and combustible materials. »Maintenance of Exiting »The minimum exit access widths (as determined by the City) will be maintained always. »The minimum aisle width (36”) will be maintained always. Business Name Business Address District Property Owner Building Size Retail Space Size Lot Size Construction Type Fire Sprinklers Fire Alarm System HVAC Occupancy Number of Stories Maximum Height Number of Exits Year Built Building Refurbished Major Intersection Closest Fire Hydrant Haven XIII LLC 5689 E Kings Canyon Rd 5 Sunnyside Investments Inc 9,549 3,600 49,223 Wood Frame No Smoke and Flame Detection Only Rooftop Units 150 1 Exterior improvements is 19’ 5 1978 2000 Kings Canyon Road & Clovis On Kings Canyon Rd 85 ft. from building HAVEN 4-3 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 4: Safety Plan »Enhanced building security will not interfere with exiting measures and will by no means impede egress for the facility’s occupants or firefighters in the event of an emergency. »Electronic access control will not interfere with the exiting components. »All locking hardware on doors (interior or exterior) will meet the minimum requirements for exiting. »All doors and door hardware will be identified on the specifications and plans presented to the City at the time of applying for a Conditional Use Permit. »All exit doors, passageways and exit corridors will remain free of any obstruction and maintained as required by the Fresno Fire Code (“FFC”). »Any security device or system that emits any medium that could obscure a means of egress in any building, structure or premise will be prohibited. »Emergency lighting with battery backup will be provided in all exit passageways and exit corridors. »Exit signs will be installed above all exits and maintained as required by code. Fire Department Access »A KNOX key box or key switch will be installed on the front exterior of Haven’s building, because access to or within Haven’s structure is restricted because of secured openings and to allow immediate access for lifesaving or fire-fighting purposes. The key box or key switch will be of an approved type and will contain keys to gain necessary access as required by the fire code official per 5 FFC §10-50506.1. »All required exterior doors will remain operable for emergency access by firefighters. Eliminating the function of any exterior doors will require prior approval that cannot be granted in every circumstance, and where allowed, the door must be marked with a sign stating, “THIS DOOR BLOCKED.” »Rooms containing fire protection equipment (fire alarm panels, fire sprinkler valves, etc.), controls for air-conditioning equipment, utility equipment for gas or electrical service and rooms containing hazardous materials will have identifying signage to aid firefighters. Fire Extinguisher Maintenance »Portable fire extinguishers shall be installed in M and S occupancy groups per 5 FFC §10- 52811.8. The size and distribution of portable fire extinguishers shall also be in accordance with the FFC and at the discretion of the City of Fresno Fire Department. Haven will strategically locate all extinguishers per code. Please see our diagram below for the proposed location of all fire extinguishers. Electrical Hazards/Extension Cords »Electrical panels and service equipment will be clearly identified with a clear space of not less than 30 inches in width, 36 inches in depth and 78 inches in height. Storage will not be permitted within the above dimensions. Hazardous Materials (General) »Hazardous materials or hazardous waste will not be stored or handled at this facility apart from cleaning products, which will be stored in a safe location. Haven understands that cannabis waste is regulated and must be handled in accordance with all applicable laws and regulations. All cannabis waste will be stored according to law, in a locked receptacle in a limited access area, and will only be disposed of by a licensed waste management company. Haven will utilize GAIACA for cannabis waste management. Automatic Fire Protection Systems (Fire Sprinklers) 404.2.2.6 »Haven’s facility is not equipped not with an automatic fire protection system (Fire Sprinklers). A compliant fire protection system will be installed if required. HAVEN 4-4 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 4: Safety Plan HVAC Systems (CFC §404.2.2.7) »Haven’s Heating, Ventilation and Air Conditioning (“HVAC”) System is a standard split system which will be monitored/ controlled by a supervising fire alarm system. 404.2.2.8 Fire Alarm and Monitoring System »Haven’s facility is not equipped with a compliant Fire Alarm and monitoring system. Specific information about the proposed fire alarm system including the installer’s information will be provided during the plan submittal process. Plans and permits will be submitted to the City of Fresno Planning Division department for approval. 404.2.2.9 Identification and assignment of personnel responsible for maintenance of systems and equipment installed to prevent or control fires. »The GM will be responsible for maintenance of systems and installation of new equipment to prevent or control fires. 404.2.2.10 Identification and assignment of personnel responsible for maintenance, housekeeping and controlling fuel hazard sources. »The GM will be responsible for maintenance, housekeeping and controlling fuel hazard sources at subject location. 4.1 PREPARED BY PROFESSIONAL FIRE PREVENTION AND SAFETY CONSULTANT Robert L. Rowe, CFI/CFEI Pyrocop, Inc. 4000 Long Beach Boulevard, Suite 251 Long Beach, CA 90807 (562) 425-3943 pyrocop.com In compliance with section 4.1 of Fresno’s Commercial Cannabis Business Application Procedure Guidelines, please find the biography on Robert Rowe, a professional fire prevention and suppression consultant. Robert Rowe began his 27-year fire service in 1980 when he was promoted up through the ranks from Firefighter to Fire Marshal. During his career, Robert served as a Fire Inspector, Hazardous Materials Specialist, Fire Investigator and Fire Marshal. As Fire Marshal, Robert managed an organized municipal Fire Prevention/ Investigation Division in the Los Angeles area where he obtained extensive knowledge and expertise in both Fire Investigation and Fire & Building Codes and Standards. Robert served as President of the Area “E” Arson Task Force and was appointed as a Special Deputy by the U.S. Marshals Service. Robert gained his fire code knowledge and experience serving on several code and advisory committees, such as the Uniform Fire Code Interpretation Committee, International Code Council International Residential Code Committee, California Fire Chiefs Fire Prevention Officers Fire Code Committee, California Building Standards Committee and the National Fire Protection NFPA 1 Fire Code Committee. Since his retirement in 2007, Robert founded “Pyrocop, Inc.” which is based in Long Beach, California, and has utilized his fire investigative and code knowledge in hundreds of fire loss investigations, civil litigation matters and commercial development projects. Robert has qualified as an expert in fire related matters throughout the United States and has served as a fire consultant in the Middle East. Robert is a member of the California Conference of Arson Investigators, International Association of Arson Investigators and National Association of Fire Investigators and provides fire inspector training for the California Fire Chief’s Fire Prevention Officers Association. As the Executive Director for the Fire Sprinkler Advisory Board of Southern California, Robert represents over 56 fire sprinkler contractors based in the Los Angeles area and continues to serve as a code consultant for both the public and private sector. Robert has provided fire and life safety consulting services to cannabis applicants in the City of Los Angeles, Culver City, Oxnard, Long Beach, Oceanside, San Bernardino, and several locations within Los Angeles County. HAVEN 4-5 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 4: Safety Plan 4.2 ACCIDENT AND INCIDENT REPORTING PROCEDURES Hazard Communication 407.4.1 Fire, Hazardous Material, and Inhalation Issues/ Threats Haven will implement precautionary measures (i.e. proper storage and handling), as required by State law, to ensure that employees and/ or customers follow the required guidelines regarding the inhalation hazards associated with the exposure to cannabis related products. Fire All Cannabis products will be kept away from ignition sources while securely stored or on display and will always be supervised by Haven’s staff. Hazardous Materials/Inhalation Issues or Threats As this is a cannabis retail facility, there will be no hazardous waste generated, stored, or transported at or from Haven’s premises. Written and Physical Mechanisms in Place to Deal with Each Situation (CFC §407.4.2) Written Fire Incident Procedures A copy of a written “Fire Emergency Procedures” document will be maintained on Haven’s premises in both the Retail Area and Manager’s Office. The document shall be clearly identified as “Fire Emergency Procedures” and kept in an accessible location at all times. The “Fire Emergency Procedures” document shall include the following Step by Step Process language: »In the event of a fire emergency, the GM or his/her designated employee(s) shall call 9-1-1 to report the fire incident. »The GM or his/her designated employee(s) shall direct the occupants of the building to the nearest exit and to the predesignated assembly location which will be on the southeast sidewalk, west of the driveway. »If safe to do so, the GM will utilize the onsite portable fire extinguishers to suppress the fire. If the fire cannot be suppressed or contained, the GM and Haven’s employees shall vacate the premises and alert the surrounding businesses of the fire. »Upon arrival at the predesignated assembly location, the GM shall account for all occupants of Haven’s facility and render first aid, as necessary. »Upon termination of the incident, the GM shall interface with the local fire department to determine how the fire started and what precautionary measures should be taken to prevent future fires. Written Hazardous Materials/Inhalation Procedures A copy of a written Hazardous Materials/Inhalation Procedures document will be maintained on Haven’s premises in both the Retail Area and Manager’s Office. It shall be clearly identified as “Hazardous Materials/Inhalation Procedures” and kept in an accessible location at all times. The Hazardous Materials/Inhalation Procedures document shall include the following Step by Step Process language: »In the event of a Hazardous Materials/ Inhalation incident, (i.e. significant spillage of cleaning products or hazardous gas produced resulting from mixing of incompatible cleaning products) the GM or his/her designated employee(s) shall call 9-1-1 to report the incident. »The GM or his/her designated employee(s) shall direct the occupants of the building to the nearest exit and to the predesignated assembly location which will be on the southeast sidewalk, west of the driveway. »If safe to do so, the GM will utilize the onsite hazmat absorbent pad or mat to absorb and control the spill. If the spill cannot be contained, the GM and Haven’s employees shall vacate the premises and alert the surrounding businesses of the chemical incident. »Upon arrival at the predesignated assembly location, the GM shall account for all occupants of Haven’s facility and render first aid, as necessary. HAVEN 4-6 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 4: Safety Plan »If an employee has come in contact with a hazardous material (i.e. splashed it in eyes, on skin or clothing) the GM or his/her designated employee shall have the victim remove the contaminated clothing and flush the affected area with water. »Upon termination of the incident, the GM shall interface with the Fresno Fire Department to determine how the incident occurred and what precautionary measures should be taken to prevent future hazardous materials related incidents. Fire and Safety Plan Reporting (CFC §404.2.2) Reporting Procedure for a Fire or Other Emergency In the event of a fire or emergency at the property, the GM and/or his designated employee will immediately contact the Fresno Police Department and/or Fresno Fire Department by calling 9-1-1 per 5 FFC §10-50403.1. Immediately following the conclusion of the emergency, a member of Haven’s ownership team will draft an internal report following an interview conducted by a member of the ownership team and the GM. The written report will be stored both electronically and in paper form and made available to any governing body who requires a copy. Life Safety Strategy. 2.1. Procedures for notifying occupants, including areas with a private mode alarm system Haven’s facility is not equipped with a compliant fire alarm system per 5 FFC § 10-50907.1.2, but will be prior to opening. Upon activation of the alarm system or receipt of information regarding a fire or other emergency, the GM and/or his designated employee will direct the occupants to the designated assembly area. 2.2. Procedures for occupants under a defend-in place response In the event an emergency requiring a “defend in place” response occurs, all window and door openings will be secured, and the building’s HVAC system will be deactivated. The occupants of the building will be directed to stay inside until the emergency has been mitigated and an all clear has been declared by the police and fire departments. 2.3. Procedures for evacuating occupants, including those who need evacuation assistance Upon receipt of a report of fire or other emergency that requires the building to be evacuated, the GM and/or his designated employee will verbally announce the emergency to the occupants and begin a safe and timely evacuation of the building, the GM and/or his designated employee will ensure that the building has been completely evacuated, including those individuals who need evacuation assistance, and direct occupants to the designated assembly area. Once all are assembled, the GM and/or his designated employee will perform an accountability check of all occupants. 4.3 EVACUATION ROUTES General Evacuation Procedures In the event of an emergency threatening the safety of employees and visitors at Haven, a building evacuation may be necessary. All of Haven’s staff will be apprised of the following evacuation procedures. Employee Responsibilities »Anyone that observes an emergency condition or situation should call 911. All regular staff will direct any temporary employees, contractors, truck drivers, or other visitors to the proper exits and routes to the meeting places. Staff will take the following evacuation actions: »Take the proper evacuation routes, which are the shortest routes to the outside of the building; »Identify two escape routes, since one exit might be blocked by fire, or other obstructions; »Enact safety procedures unique to each area of the building; and »After evacuating, proceed around the perimeters of the main building complex to the designated “Assembly Area”. HAVEN 4-7 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 4: Safety Plan General Manager Responsibilities »Perform a sweep of the building prior to exiting the building to ensure that all personnel have safely evacuated; »Confirm all perimeter doors are closed and locked, precluding unauthorized and unsafe entry by others; and »Confirm that any occupant with a disability is safely assisted or removed from the building and taken to the Assembly Area. Primary Assembly Area: The southeast sidewalk, west of the driveway (or other designated area) for all evacuees. (see Site/ Facility Plan). Secondary Assembly Area: In the event the Primary Assembly Area is compromised, evacuees will be directed to assemble at a safe location and distance from the building. General Manager Duties at Assembly Area: »Cross check the “Emergency Evacuation Accountability Sheet” as well as the “Visitor Sign in Sheet” noting if all building occupants are accounted for; »Write in the names of any visitors, temporary associates, or new employees that are not on the list; »Provide first aid assistance to anyone who was injured during the evacuation; and »Monitor the incident and communicate with both the evacuees and emergency response personnel and await further direction before allowing the evacuees to leave the premises or re-enter the premises. Emergency Drills Emergency drills will be performed twice yearly and documented using the attached Emergency Evacuation Drill Form. A designated employee will time the evacuation and subsequently email each manager/department head to get feedback on the drill. Fire Evacuation Plans & Drills (CFC §404.2.1) Emergency Egress or Escape Routes The emergency egress and escape routes are indicated on the facility site plan (See attached) and meet the requirements of 5 FFC § 10- 50403.1. If an evacuation is necessary during an emergency, all occupants will exit the building and assemble on the southeast sidewalk, west of the driveway in a timely manner. If an emergency requires a “defend in place” response, all windows and doors will be closed, and the HVAC system will be turned off to prevent outside air from entering the building. Procedures for Employees Who Must Remain to Operate Critical Equipment Before Evacuating As this is a retail sales operation, no critical equipment requiring special attention by employees will be present in the building. Therefore, no employees will be required to remain inside to operate critical equipment before evacuating. Procedures for Assisted Rescue for Persons Unable to Use the General Means of Egress Unassisted Assisted rescue of person(s) unable to use the general means of egress unassisted during an evacuation will be performed by the General Manager (GM) or his designated employees. Evacuation Routes and Procedures for Accounting for Employees and Occupants After Evacuation In the event of a building evacuation, the GM will direct the occupants of the building to the closest exit and assemble on the southeast sidewalk, west of the driveway. Once the evacuated occupants are assembled in the designated assembly area, the GM, or his designated employees, will confirm that all building occupants are accounted for. Personnel Responsible for Rescue or Emergency Medical Aid The GM will be responsible for rescue and emergency medical aid. HAVEN 4-8 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 4: Safety Plan Preferred and Alternative Means of Notifying Occupants of a Fire or Emergency The primary method of notifying both employees and other occupants of a fire or emergency will be through the activation of the building’s monitored fire alarm system. An alternative means of notifying occupants of the building during a fire or emergency will be accomplished using cell phone calls and/or group text messages. Preferred and Alternative Means of Reporting Fires and Other Emergencies to Fire Department or Designated Emergency Response Organization The preferred means of reporting fires and other emergencies to the fire department will be through the inhouse landline 9-1-1 phone system. An alternate means of communicating a fire or emergency to the fire department will be using cell phones. Personnel Who Can Be Contacted for Further Information or Explanation of Duties Under the Plan The GM will be the point of contact for further information or explanation of duties under the plan. Description of Emergency Voice/Alarm Communication System Alert Tone and Preprogrammed Voice Messages An emergency voice/alarm communication system with an alert tone with pre programmed voice messages is not available at this facility. If required by the Fresno Fire Department as a condition of licensing approval, Haven will install such a system. Maintenance of Fire Safety and Evacuation Plans (CFC §404.3) Haven’s Fire Safety and Evacuation Plan will be reviewed and updated annually to ensure that changes in staff assignments, occupancy or the physical arrangement of the building are accurately reflected in the Fire Safety and Evacuation Plan. All updated plans will be peer reviewed by a qualified Fire Life Safety Specialist to ensure accuracy. Availability of Fire Safety and Evacuation Plans (CFC §404.4) Haven’s Fire Safety and Evacuation Plans shall be available in the GM’s office for reference and review by employees and copies shall be furnished to the City of Fresno Fire Chief for review upon his or her request. Distribution of Fire Safety and Evacuation Plans (CFC §404.5) Haven’s Fire Safety and Evacuation Plan will be distributed to the employees by the GM. The GM shall distribute to their employees all applicable parts of the fire safety plan that will affect the employees’ actions in the event of a fire or other emergency. Emergency Evacuation Drills (CFC §405.1) Haven shall conduct annual emergency evacuation drills in accordance with the CFC §§405.2 through 405.9 and 5 FFC §10-50403.1. Leadership During Drills (CFC §405.3) The GM will be responsible for the planning and execution of emergency evacuation drills at Haven’s facility. Timing of Drills (CFC §405.4) Emergency evacuation drills will be held and supervised at Haven’s facility in varying conditions and unexpected times as required by the 2019 California Fire Code. Drill Records (CFC §405.5) Haven will maintain the following emergency evacuation drill records: »Identity of the person conducting the drill; »Date and time of the drill; »Notification method used; »Employees on duty and participating; »Number of occupants evacuated; »Special conditions simulated; »Problems encountered; »Weather conditions when occupants were evacuated; and »Time required to accomplish complete evacuation. HAVEN 4-9 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 4: Safety Plan Notification of Drills (CFC §405.6) Prior to the commencement of an emergency evacuation drill, the GM of Haven will notify the Fresno Fire Code Official. Initiation of Drills (CFC §405.7) Emergency evacuation drills will be initiated by activating the fire alarm system at the facility. Accounting for Building Occupants During Drill (CFC §405.8) Once all occupants of the building have safely evacuated and arrive at the assembly point, when safe, a sweep of the evacuated building shall be made to ensure that the occupants have been safely evacuated and accounted for. Recall and Reentry After Drill. (CFC §405.9) Upon completion of the evacuation drill, a recall signal (portable air horn or bullhorn) shall be initiated by the fire official in charge of the incident. Haven occupants will not be allowed to reenter the building until provided an “all clear” by the official in charge. Evacuation Routes Haven’s facility has primary and secondary evacuation routes. Primary Evacuation Route Haven’s primary evacuation routes are identified on the attached Security Plan Diagram. »Occupants of the Reception Area and Lobby/ Waiting Area will evacuate through the front doors of the facility. »Occupants of the Sales Floor will evacuate through the front doors of the facility or the rear doors of the facility. »Occupants of the Vault, Both Offices and Bathroom will evacuate through the rear door of the facility. Secondary Evacuation Route Havens’s premise has multiple exits available in the event of an evacuation. If the primary evacuation routes are compromised, occupants will be able to exit the building via one of the other exits. 4-10 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 4: Safety PlanConfidential. Not for Duplication.HAVEN 4-11 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 4: Safety Plan 4-12 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 4: Safety Plan 4.4 LOCATION OF FIRE EXTINGUISHERS AND FIRE SUPPRESSION EQUIPMENT In compliance with CFC §404.2.2.3, Haven’s Site Plan is attached and indicates the following: 3.1. The occupancy assembly point: Southeast sidewalk, west of the driveway. 3.2. The locations of fire hydrants: On Kings Canyon Rd. 85 ft. from premises). Not identified on “Site Plan” due to the distance from the location. 3.3. The normal routes of fire department vehicle access. The Fresno Fire Department and or Emergency vehicles may access the building by traveling East or West on E Kings Canyon Road and would access our property on the Southwest or Southeast side of the street onto the driveways where there will be clear access to the facility. In compliance with CFC §404.2.2.4, The attached Floor Plans identify all the following items: 4.1. Exits; 4.2. Primary evacuation routes; 4.3. Secondary evacuation routes; 4.4. Accessible egress routes (Not required); 4.5. Refuge areas associated with smoke barriers and horizontal exits. (Not required); 4.6. Manual fire alarm boxes; 4.7. Portable fire extinguishers; 4.8. Occupant-use hose stations (Nonexistent); and 4.9. Fire alarm annunciators and controls. 4.5 FIRE AND MEDICAL EMERGENCY TRAINING PROCEDURES GENERAL EMERGENCIES General annual training of Haven’s employees addresses the following: »Individual roles and responsibilities; »Threats, hazards, and protective actions; »Notification, warning, and communications procedures; »Means for locating family members in an emergency; »Emergency response procedures; »Evacuation, shelter, and accountability procedures; »Location and use of common emergency equipment; and »Emergency shutdown procedures. Emergency Procedures Information (CFC §404.7) Haven will provide training and a printed summary to all employees regarding emergency procedures for ambulatory, nonambulatory, and physically disabled individuals. Emergency procedures information will include, but not be limited to, the following: »Location of exits; »Location of fire alarm initiating stations; »What the fire alarm sounds and looks like when activated; »Fire department emergency telephone number 911; »Location of the Fire Department emergency telephone number signand »Location of other emergency information posted within the premises; and »The prohibition of elevator use during emergencies, if any (Not applicable). FIRE TRAINING PROCEDURES General Training Procedures (CFC §406.1) Haven’s employees will be trained in fire emergency procedures based on the Emergency Procedures included in this plan and in accordance with the 2019 California Fire Code, Section 404, 5 FCC §10-50403.1, and OSHA Training Standard 1915.508. Haven will conduct all training in accordance with NFPA 1403- 2002. Training will be provided to both new and existing employees by a qualified fire and safety professional to maintain proficiency. Topics will include, but are not limited to: »Emergency alarm signals; »Primary and secondary evacuation routes, when practical; HAVEN 4-13 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 4: Safety Plan »General principles of using fire extinguishers and hazards associated with incipient firefighting and procedures to reduce those hazards; »Hazards associated with the uses of portable fire protection systems; »Familiarization of written training policies associated with the training of employees when expected to fire an incipient fire; »Hands on fire response training (handling and activation of fire extinguishers); »Training on the written operating procedures to fire response employees who are expected to fight fires (at least quarterly); and »Any additional site-specific training as required by OSHA Training Standard 1915.508. Additionally, Haven will conduct semi-annual drills according to its written procedures for fire response employees. It will also conduct any additional site-specific training as required by OSHA Training Standard 1915.508. Frequency of Training (CFC §406.2) Haven’s employees will be trained in the contents of the fire safety and evacuation plans and their duties as part of the new employee orientation annually. Records of said training shall be maintained by Haven. This training shall be provided by a qualified fire and safety professional. Fire Prevention, Evacuation, and Fire Safety Employee Training (CFC §406.3) Haven’s employees will be trained in fire prevention, evacuation, and fire safety by a qualified fire and safety professional in accordance with Sections 406.3.1 through 406.3.4 and 5 FFC §10-50403.1. Fire Prevention Training (CFC §406.3.1) Haven’s employees will be apprised of the fire hazards of the materials and processes to which they are exposed, which will be extremely minimal. Employees shall be provided instruction by a qualified person(s) in the proper procedures for preventing fires in the conduct of their assigned duties. Evacuation training (CFC §406.3.2) Haven’s employees will be familiarized with the fire alarm and evacuation signals, their assigned duties in the event of an alarm or emergency, evacuation routes, areas of refuge, exterior assembly areas and procedures for evacuation by a qualified person(s). Fire Suppression Training (CFC §406.3.3) Haven employees assigned firefighting duties will be trained by a qualified person(s) to know the locations and proper use of portable fire extinguishers or other manual fire-fighting equipment and the protective clothing or equipment required for its safe and proper use. The locations of fire extinguishers are identified on the “Facility Plan.” 406.4 Emergency Lockdown Training Haven’s employees will be trained to execute the lockdown plan and be trained on their assigned duties and procedures in the event of an emergency lockdown. MEDICAL EMERGENCY TRAINING PROCEDURES A medical emergency is a serious and unforeseen situation that has been caused by a sudden illness or injury, requiring urgent medical attention. Employees are trained in anticipating different types of emergencies before they happen. In the unfortunate event that a medical emergency does occur, employees are trained to: »Check: Examine the injured individual to assess what type of medical emergency they have encountered. »Call: Call 9-1-1 so that emergency life support and help will arrive as soon as possible. »Care: Designated first aiders in the workplace should provide the relevant medical emergency procedures. HAVEN 4-14 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 4: Safety Plan We have identified some common medical emergencies. Haven employees are trained to handle these specific medical emergencies in the following ways: »Collapse: Check if the individual has any other obvious injuries such as a bleeding wound. If none, put the person in a recovery position and wait with them for medical help. Ensure airways are clear and they are breathing properly. »Choking: Stand behind the individual and support their chest with one hand, whilst giving them up to five sharp blows to the back. If this does not work, administer five abdominal thrusts. This should not be performed in the same way on a pregnant woman. »Electric Shock: Ensure power supply has been cut off, then put the person in recovery position. »Allergic Reaction: Remove the allergens triggering the attack if possible. Lie the person down flat and monitor their condition until help arrives. CPR / First-Aid Training Haven understands that first aid must be available within 3 to 4 minutes of an emergency. Worksites more than 3 to 4 minutes from an infirmary, clinic, or hospital should have at least one person on-site trained in first aid (available all shifts), have medical personnel readily available for advice and consultation, and develop written emergency medical procedures. Haven ensures that their security professionals are trained in first-aid and CPR, as the Security Guards are onsite 24 hours per day. In addition: »First aid supplies are available to the trained first aid providers; »Emergency phone numbers are placed in conspicuous places near or on telephones; and »Prearranged ambulance services for any emergency are available. Haven coordinates an emergency action plan with the nearest outsider responders such as the fire department, hospital emergency room, EMS providers and local HAZMAT teams prior to opening. The GM will be provided information during training on how to communicate with the outside responders in the event of an emergency. Twice a year, Haven will provide CPR training, free of charge to any employee who is interested in obtaining these skills. All Security Guards and GMs will be required to maintain CPR and First- aid certifications. Cal/OSHA Training Haven’s GM and at least one other employee will acquire OSHA certification, as part of Haven’s comprehensive employee education. Cal/OSHA training includes fire safety education, specifically with regards to exit routes, fire extinguisher use, fire prevention plans, and emergency procedures in the case of a fire or other workplace incident. Haven will incorporate Cal/OSHA safety guidelines to maximize workplace safety, including the following: »Providing easily accessible first aid equipment; »Implementing an Injury and Illness Prevention Program; »Inspecting premises regularly for potential hazards; »Promptly investigating workplace accidents; »Identifying and correcting occupational hazards; and »Enforcing employee compliance with company policies. DEPARTMENT OF INDUSTRIAL R.Et.A1 \QNS 4-15 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 4: Safety Plan Your Neighborhood Cannabis Dispensary EMERGENCY EVACUATION DRILL FORM Drill conducted by: First Name ________________ Last Name _______________________ Contact Information: Phone: ___________________ Email: ___________________________ Date and time: Month __________ Day _________ Year _________ Time _________ Notification method: Verbal __________ Phone ___________ Other __________________ Number of Employees participating: # ____ Number of occupants evacuated: # ____ Special conditions simulated (Describe): ______________________________________________________________________________ ______________________________________________________________________________ Problems encountered (if any): ______________________________________________________________________________ ______________________________________________________________________________ Weather conditions when occupants were evacuated: ______________________________________________________________________________ ______________________________________________________________________________ Time required to accomplish complete evacuation: Hours _______ Minutes _______ General Manager ______________________________ General Manager’s Signature ______________________ This document must be completed at the completion of the “Emergency Evacuation Drill” and shall be kept on file and made available to the City of Fresno Fire Department upon request. HAVEN HAVEN SECTION 5 SECURITY PLAN 5689 E Kings Canyon Road Fresno, California HAVEN 5-1 Terry Blevins President/CEO Valian Group LLC Armaplex Security 813 W Arbor Vitae St. Inglewood, CA 90301 November 15, 2020 To the City of Fresno: I have prepared the attached security plan for Haven Cannabis Business which has designated me as the primary security consultant to the City of Fresno. I will be available to meet with the City Manager, the Fresno Police Department, or their designees, regarding any security related measures or operational issues. I am considered a “Professional Security Consultant”, meeting the objective of section 5.1 of the Application Procedures & Guidelines for a Commercial Cannabis Business Permit, as I have over 30 years of experience in Law Enforcement and Security and was employed as an Industrial Site Security Subject Matter Expert by the U.S. Department of State. I hold a master’s degree in Security Management and extensive training in conducting threat and risk assessments from both private industry as well as the Federal Government. Additionally, I am a licensed PPO in the State of California, PPO #120159. Focusing on the cannabis industry, I have developed over 350 cannabis business security plans for cities throughout California, including Los Angeles, Long Beach, West Hollywood, San Diego, Santa Barbara, Pomona, Porterville, El Monte, Contra Costa County, Oxnard and many others. Having analyzed many cannabis businesses in California and other states, I’ve seen what works and doesn’t work, including industry better and next practices and have drawn from those to develop the security strategy for Haven. I not only consult, but I also manage the day-to-day operations of a cannabis security company that provides security guards and electronic security products and services. After the application process, I will continue to advise Haven regarding their security operations and help to ensure ongoing compliance with local and California State requirements regarding cannabis security and related issues. This security plan will not only be used as part of the qualifying documents for license application submission but will serve as the overall policy guideline that directs the development and implementation of an ongoing security operations plan for Haven. Please don’t hesitate to contact me with any questions or concerns. Sincerely, Terry Blevins Cell: 310-279-684 SECTION 6 LOCATION 5689 E Kings Canyon Road Fresno, California HAVEN 6-1 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 6: Location SECTION 6: LOCATION 6.1 PROPERTY OVERVIEW PROPERTY ENTITLEMENT Haven has entered into a lease for the property located at 5689 E. Kings Canyon Rd. BUILDING DESCRIPTION Our proposed location is located on the north side of E. Kings Canyon Rd., between S. Phillip Ave. and S. Argyle Ave. The lot size is 49,223 s.f. consisting of a single 9,549 square foot, multi-unit building with 25 designated accompanied parking spaces. On the west side of the building, there is a gas station. On the east side of the building, there is S. Argyle Ave. Our building is surrounded by ample parking. Address APN Zone Neighborhood Council District / Member Building Size Lot Size Available Parking Property Owner Haven Liaison 5689 E. Kings Canyon Rd. 313-24-065 Corridor - Center Mixed Use (CMX) Roosevelt Chavez / 5 9,549 49,223 25 Sunnyside Investments Inc. Mark Simonian HAVEN 6-2 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 6: Location SECURITY PLAN SURVELILLANCE LEGEND FIXED LENS HD CAMERA FACIAL RECOGNITION CAMERA FIXED 360° HD CAMERA SECURITY PLAN INSTRUSION LEGEND DOOR CONTACT MOTION DETECTOR GLASSBREAK SENSOR PANIC BUTTONSECURITY PLAN ACCESS LEGEND SINGLE DOOR W/ ACCESS CONTROL # INDICATES NUMBER OF DOORS KEYPAD 1LIMITED ACCESS AREASECURITY GUARD POSTS*11111LICENSE PLATE CAMERA17103112191713214222120191812232526245428 27158616*RETAIL CUSTOMER ENRY/EXITLOADING/UNLOADING OF SHIPMENT AREAVEHICULAR/PROPERTY ENTRYSTORAGEADABATHROOM FLOOR PLAN -----FILL IN 70 S.F. OFFICE 93 S.F. VAULT 60 S.F. OFFICE 93 S.F. SALES FLOOR 466 S.F. 1 □□□ [J LOBBY/ WAITING 141 S.F. RECEPT. 90 S.F. EXISTING DOORS SCALE: 1/4" = 1'-0" 6-3 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 6: Location Lobby / Reception (230 s.f.) Taking cues from the City’s guidelines, yet maintaining our overall theme of providing a welcoming environment, Haven’s Lobby / Reception Area combines security with comfort. Upon entering, guests are invited in by a receptionist to begin the check in process. While COVID measures are in place during this time, in non-COVID times, an open reception desk provides space for guests to create a guest profile and provide proper identification at check- in. As this is the first stop on our guest’s journey, we aimed to provide an obvious transition from the chaotic feel of the bustling streets to the serene and spa-like store interior. To increase the level of security between our Lobby / Reception Area and the Retail Sales Floor, we utilize a “buzz” style door and include a tasteful glass “man-trap” (when feasible) to ensure a double layer of security between the entrance and the showroom. Retail Sales Floor (466 s.f.) Haven’s showroom interior is designed to create a museum-like setting to display our extremely wide-variety of quality cannabis products. With clean lines, craftsman created glass cabinetry and countertops (incorporating safety/security features), equal to those found in a high- end jewelry store adorn the showroom floor. Products are displayed by brand for shopper ease. Brands have the option of incorporating their own design elements into the shelf space where their products are sold. Products are spaced out throughout the showroom floor to ensure no crowding or discomfort to guests. While there are many who are familiar with cannabis products, we expect many guests to be completely new to the experience. Regardless of a guest’s level of cannabis experience, all guests are welcomed by friendly staff who have spent numerous hours undergoing educational training on all things cannabis. Kiosk are strategically placed for guests to browse educational literature related to our products or to place an order independently. Our overall interior design concept incorporates a lighting plan designed to provide clear visibility of products and to ensure proper lighting for 10.28.2020V1 RETAIL ENTRYHaven Retail Sales Floor Rendering 10.28.2020V1 LOUNGEHaven Lobby Rendering 6-4 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 6: Location all video surveillance while creating a soothing and comforting environment for all guests and employees alike. Back of House The back of house (“BOH”) is accessible via a controlled access doorway through the lobby and is entirely a Limited Access Area. The doors will remain locked at all times and will only be used by Haven employees. BOH includes several individual areas all equipped with access control doors and card readers. In order to access each individual area, an employee’s access card must be specifically programmed for access to that space. Armored car personnel, vendors delivering cannabis products, and employees with appropriate security clearance will access the BOH through the rear entrance to the building. Vault (60 s.f.) The vault is the primary storage space for the bulk of cannabis products not utilized on the retail sales floor. All products delivered to Haven will ultimately make their way to the vault for secure and proper storage. Haven utilizes a vault that is in compliance with local and State law and that is recommended by security experts. For more information on our vault, please see Section 5: Security Plan. Manager’s Office (93 s.f.) The Manager’s office will include desk and computer space and locked cabinets for storing records. It will also include a large monitor to display security camera footage from all areas of the facility and video surveillance storage devices. Only management personnel will have access to the office. Office / Employee Break Area (93 s.f.) This space is utilized for employees to secure their belongings in lockers, to participate in employee training and continuing education, and to rest during their rest periods. ADA Accessible Restroom (70 s.f.) An ADA accessible restroom is available for employee use. It will be locked at all times pursuant to FMC §9-3310(a)(6). Integration of Security Measures Our design plan accommodates all of the security features suggested by our Security expert and required under the law. Cameras are all placed in such a manner as to record all angles of movement, but discrete enough not to intimidate guests. Motion detectors, panic buttons and general alarm equipment are concealed from guests but easily accessible for staff use. Exterior lighting is vital to deter loitering, yet we have designed lighting in a way as to not disturb any of our neighbors. As we have extensive experience implementing tasteful and discrete security measures into a building design, we will rely on techniques utilized on our other properties to ensure a smooth integration into a flawless design in Fresno In the interest of brevity, please see Section 5: Security Plan for Integration of Security Measures. 10.28.2020V1 RECEPTIONHaven Lobby Rendering 6-5 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 6: Location 6.2 PHOTOGRAPHS Front, street view Parking lot view 6-6 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 6: Location 6.3 (6.3.1) PREMISES DIAGRAM \ \ ~ Ir <( \ 0.. <( f-I + 0 in z L<) 1~ w 1' z ::J ~ a:: w \ 0.. \ 0 a:: 0.. \ Ir \ I <( 0.. <( \ f-0 z \ ~ f£ & 0 L -------+ .o~n 3Nll AH:13dO~d --------0 6-7 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 6: Location Adjacent Businesses On the west side of the building, there is a gas station. On the east side of the building, there is an Allstate Insurance office across S. Argyle Ave. Parking Haven’s property includes 25 total parking spaces with a lot located directly in front of our building. The lot is shared with several other businesses in the shopping center including Sunnyside Delicatessen, Sunnyside Hair Focus, Terry Clark Dance Centres, Fox Drug Store, Irish O’Sullivans, and Wooforia Grooming Salon. Haven encourages and incentivizes our employees and customers to utilize alternative transportation when possible. Haven’s store is located a short walk from the NW Kings Canyon - Argyle Bus Stop. In addition, Haven will install a bicycle rack directly in front of our building for customer and employee use. For additional information about our green practices, see Section 7.1.2: Commitment to Environmental Sustainability. Entry and Exit Haven’s building has at least 3 access points to the parking lot located at the front of our building. 1. The first access point is located on E. Kings Canyon Rd. and can be accessed by turning right into our driveway when traveling West on E. Kings Canyon Rd. Our driveway is the second driveway on the right after passing S. Argyle Ave. when traveling West on E. Kings Canyon Rd. 2. The second access point is located on E. Kings Canyon Rd. and can be accessed by turning right into our driveway when traveling West on E. Kings Canyon Rd. Our driveway is the third driveway on the right after passing S. Argyle Ave. when traveling West on E. Kings Canyon Rd. 3. The third access point is located on S. Phillip Ave. and can be accessed by turning left into the driveway immediately North of Arco when traveling South on S. Phillip Ave., turning right immediately West of the complex in which our store is located, and then turning left into our lot. Customers and employees will enter Haven’s retail store through the front entrance accessible through the front parking lot facing E. Kings Canyon Rd. The rear entrance is accessible from the rear parking lot between our building and the Fresno Department of Social Services building. As a security measure, the rear entrance will be closed to the public and will only be used by delivery drivers and vendors delivering products to avoid valuable cannabis goods passing through areas where customers are located. Both entryways will be monitored by onsite security guards and 24 hour video surveillance. To deter unauthorized entry, the entryways will be secured with commercial grade, electronic locking systems. For additional information about Haven’s security mechanisms, see Section 5: Security Plan. Auxiliary Buildings There are no auxiliary buildings onsite. 10.28.2020V1 APPAREL & ACCESSORY WALL Haven Showroom Rendering SECTION 7 COMMUNITY BENEFITS AND INVESTMENTS 5689 E Kings Canyon Road Fresno, California HAVEN 7-1 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments SECTION 7: COMMUNITY BENEFITS AND INVESTMENTS 7.1 SOCIAL RESPONSIBILITY PLAN In recent years, we have seen major brands across the globe increasing their efforts in regard to development of a solid Social Responsibility Plan. Brands like Google, Coca-Cola, Netflix and Spotify have led the charge to do better from a corporate standpoint. Haven, while still technically a small and independent business/brand, has joined the ranks of these notable companies by developing our own Social Responsibility Plan. Haven’s plan includes: Commitment to Philanthropic Endeavors: Community Benefits Plan Commitment to Ethical Operations: Social Justice, Regulatory Compliance and Ethical/ Diverse Hiring Practices Commitment to Environmental Sustainability: Sustainability Plan COMMITMENT TO PHILANTHROPIC ENDEAVORS For many months, Haven has followed along with the City of Fresno as the City has progressed in developing and launching a legal cannabis retail program. Each step of the way, the City has maintained its focus of initiating a cannabis program that improves the City of Fresno. With the City’s interest in mind, Haven has shaped and molded our Business Plan to meet the City’s goals. Haven is no stranger to the development of a Community Benefits Plan (“CBP”), as we have drafted individualized plans for each new cannabis dispensary we’ve opened. Prior Philanthropic Efforts By way of example, in the recent months, our team has engaged in the following community engagement efforts at our other locations and in preparation for joining the Fresno community. »International Day of Forests - donated and planted trees. »COVID-19 Community Relief Drive - donated 100 care packages. »Stand Together LBC - supported neighboring businesses through cross- promotion. »Harvey Milk Day Fundraiser - raised funds for LBGLCC. »N-95 Mask Frontline Fundraiser - donated 10k face masks. »Juneteenth Education & Fundraiser/ Community Cleanup. »Boomer Day Sale & Fundraiser - senior citizen discount day. »Women’s Equality Day Fundraiser - donated funds to ShesTheFirst.org »National Expungement Week Fundraiser - donated funds to Cage Free Cannabis. »Dee Andrews 100 Families Fundraiser - donated 100 care packages. »Cat Rescue Fundraiser and Adoption Fair - donated funds and held on-site pet adoption. »Roosevelt Headset Donation - donated $2000 to Roosevelt High School (Fresno) for distance learning headsets. HAVEN 7-2 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments Community Benefits Team Our Advisory Team members, Elizabeth Jonasson Rosas and Marie Slater, are local philanthropists. Elizabeth Jonasson Rosas is the Strategy and Communications Officer for Fresno Economic Opportunities Commission (FEOC) and a member of the Fresno Unified School District (FUSD) Board of Trustees. Marie Slater has been an educator in the FUSD for over 40 years. Both will advise Haven on the most impactful ways to serve the community. Lastly, Haven will rely on our Citizens Panel (described below) to build and implement a truly one-of-a- kind CBP. As Haven moves through the application process, we encourage community members to reach out to our designated Community Liaison, Mark Simonian. Mark, an owner of Haven, is available to answer any questions about Haven operations and commitment to the community. He can be reached at mark@myhavenstores. com. Once open, Haven will designate a specific email address and phone number for community related questions, concerns or comments. As the community is diverse, translation services will be available when needed. Developing a Community Benefit Plan When asked to create a CBP, we believe the City is asking us to explain how we will not only engage with the community, but how we will allow the community to engage with us. We make arrangements for Haven to be directly involved with the community, but also seek opportunities for the community to be involved with Haven and the implementation of our community benefits. In developing a CBP for the City of Fresno, we examined past plans created internally and identified aspects of those plans that made the largest impact when implemented. Haven conducted in-depth research on the demographic makeup of Fresno, non-profit organizations most in need and reviewed the profile of each City Council member in an effort to align charitable interests. Haven’s approach for generating a CBP for the Fresno community has five facets: »Respect – We must politely introduce ourselves. »Honesty – Our word is our bond. Trust is a process. Honesty is key. »Understanding – Our approach must fit the community. Listening is golden. »Values – Our core values must overlap with the values of those we serve. »Unity – Through our financial and service gifts, we show we’re part of the community This CBP will evolve based on feedback from the City and the community, but our commitment will be unwavering. Haven looks forward to showing that we’re good neighbors by giving back to the City of Fresno. In an effort to include the community in the drafting of our plans, we routinely form a local Citizens Panel when joining a new community. With the help of our Citizens Panel, we implement a six-step process in developing and finalizing a CBP. In the pages to follow, you will find many ways we intend to contribute to the community. In order to finalize a plan truly built for the City, we will solicit input from the City and from our Citizens Panel. Upon being selected by the City as eligible to apply for a commercial cannabis business operating permit, Haven will follow the steps listed below to develop our final CBP. Step 1 - Build a Citizens Panel Haven has enough experience building CBPs to know that we can neither build nor implement a plan alone. Our first step is to build a Citizens Panel so a wide range of community members can help shape our plan. Our Citizens Panel will include individuals representing a cross-section of non-profit organizations, civic groups, and City staff. Typically, we aim to include persons from the following cross-sections of the community including: »Employee of the Chamber of Commerce (1) »Director of Non-Profit Agency (2) »Member of the School Board (1) »Planning Department Staff Member (1) »Member of Local Law Enforcement (1) »Member of the Local Medical Community (1) »Senior Citizen or Advocate for Senior HAVEN 7-3 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments Citizens (1) »Veteran or Representative of a Veteran Organization (1) »Citizens at Large (3) Step 2 – Gather Input Haven has conducted statistical research to understand the demographics of Fresno and determine where to focus our CBP to best meet the needs of the City and its residents. Fresno is a diverse community with a population of 531,576. Multiple ethnicities are represented within the population, with the majority of residents identifying as Hispanic (49.4%), and others identifying as Caucasian (27.1%), Asian (13.7%), African American (7.6%), and American Indian, Native Alaskan, Pacific Islander and several others (2.2%). Of the 166,758 households in Fresno, 43.6% speak a language other than English at home. The median household income is $47,189 which is below the national and California averages. The median age of residents is 31.5. The university graduation rate is low at 21.6%, nearly half the national average, and this aligns with a lower than average rate of high school graduation at 76.70%. Approximately 26.90% of the population lives under the poverty line. Fresno is home to the Central Valley’s and Fresno County’s largest homeless population, approximately 2510 individuals. There are 19,449 veterans living in Fresno. Haven’s Community Benefit Plan will focus on supporting the following: »The City; »Community and Civic Organizations; »Community Groups; »Social Service Organizations; and »Local Nonprofits. Step 3 – Community Assessment (Open House) After identifying specific opportunities for contributing to the community (like those identified in the pages below), Haven will share the Citizens Panel’s list of issues with community members at an open house. In order to spread the word about the open house, each Citizens Panel Member will be asked to share the information with their constituents or the members of their respective organizations. Additionally, we will send a letter to all neighboring businesses and residences within a 1000 sq. ft. radius of our proposed property. We feel that this is a vital step, which will give us comprehensive insight into the individual interests of the local community. Step 4 - Identify Community Priorities Following the open house, Haven will take the list of community concerns and work with the Citizens Panel to prioritize them. We will discuss specific, achievable methods of participating in the resolution of the highest-ranking concerns. Based on the data compiled, the City of Fresno’s Annual Action Plan, and the Fresno County Hispanic Caucasian Asian African American American Indian, Native Alaskan, Pacific Islander and several others ■ ■ ■ ■ 7-4 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments Community Health Needs Assessment, we have preliminarily identified the following areas as those most in need of support through our CBP: »Employment Opportunities; »Youth Education and Higher-Education; »Community Access to Health Care; »Drug Abuse Prevention; »English & Spanish Programming; »Housing and Homelessness; »Nutrition and Food Access; »Providing for Veterans; »Providing for Seniors; »Economic Development; and »Environmental Protection. Step 5 – Finalize CBP Based on the insight and requests of the Citizens Panel and additional community members, Haven will finalize the comprehensive CBP. The plan will explain in detail our contributions to the community through monetary support, in kind donations, in store programming, and volunteer hours. Having created multiple CBPs in the past, we feel confident in our ability to incorporate the steps above into a plan that provides maximum benefits to the City. Upon completing a final draft, we will meet with City officials for approval. We consider the entire CBP process collaborative in nature, and we acknowledge that the success of our CBP relies heavily on maintaining open lines of communication with the City. Step 6 – Plan Implementation and Monitoring After processing all of the steps above, the real fun begins. The most rewarding step in our CBP process is implementation. Haven will be accountable to the Citizens Panel and the City to fully implement the terms of the CBP. We will begin implementing the plan as soon as permissible. Based on City and community feedback, we will revise and improve the plan on an annual basis. Preliminary Suggestions for CBP Upon licensing, we will build our Citizens Panel and present the information below. We are committed to contributing to the City in multiple ways. Our CBP will offer the following benefits: Community Calendar Through careful consideration, we have drafted a sample community calendar filled with opportunities for Haven and our staff to give back to the community. Each month is focused on a different cause and includes “lecture series,” “giving goals” and volunteer opportunities. This calendar is only a representation of what we hope to accomplish in the City, so we are open and willing to make adjustments as stakeholders see fit. Commitment to 100% Local Hire Conduct Community Outreach Monetary Contributions (City & Local Nonprofits) Organize/ Operate Donation Drives Commit Volunteer Hours HAVEN 7-5 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments COMMUNITY CALENDAR January April July October February May August November March June September December Southeast Fresno Community Economic Development Assoc. Monthly Focus Health and Wellness Lecture Series Developing and Exercise Routine Community Participation SEFCDA Park Project Giving Goal Sponsor Park Valley Animal Center Monthly Focus Shelter and Rescue Pets Lecture Series Therapeutic Value of Pets Community Participation Fund in the Sun Fundraiser Giving Goal Donate to Fundraiser and Volunteer at the Center Big Brothers Big Sisters of Central California Monthly Focus Youth Mentorship Lecture Series Youth Education and Use Prevention Community Participation Bowl for Kids’ Sake Giving Goal Sponsor and Attend Tournament Central California Food Bank Monthly Focus Food Security Lecture Series Healthy Eating on a Budget Community Participation Feed Hope Gala Giving Goal Sponsor and Attend Gala Marjaree Mason Center Monthly Focus Ending Domestic Violence Lecture Series Learning the Indicators of Domestic Violence Community Participation Marjoree’s Birthday Soiree Giving Goal Sponsor and Attend Event Fresno Dixieland Society Monthly Focus Supporting Local Musicians and Artists Lecture Series Therapeutic Value of Music Community Participation Sounds of Mardi Gras Festival Giving Goal Sponsor and Attend Festival Resources for Independence Central Valley Monthly Focus Disability Awareness, Advocacy and Inclusion Lecture Series Acceptance and Diversity Community Participation Annual Recognition Dinner Giving Goal Sponsor and Attend Dinner EPU Children’s Center Monthly Focus Supporting Special Needs Families Lecture Series Focusing on the Family Community Participation Annual Fiesta De Los Niños Giving Goal Sponsor and Attend Fiesta Fresno Building Healthy Communities Monthly Focus Supporting Local Businesses Lecture Series Careers in Cannabis Community Participation Community Champion Awards and Fundraiser Giving Goal Sponsor and Attend Award Ceremony San Joaquin River Parkway and Conservation Trust, Inc. Monthly Focus Sustainability Lecture Series How to Become Zero Waste Community Participation River Camp Giving Goal Sponsor Camper at River Camp Poverello House Monthly Focus Ending Homelessness Lecture Series Volunteerism and its Impact Community Participation Toy Drive Giving Goal Sponsor and Donate to Toy Drive Hinds Hospice Monthly Focus Grief Support Lecture Series Mindfulness and Meditation Community Participation Annual Gala Giving Goal Sponsor and Attend Gala HAVEN 7-6 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments Provide Meaningful Employment Opportunities Stable employment is on the forefront of every community’s plan, especially in 2020. With so many jobs lost due to businesses closing as a result of COVID, or jobs lost simply due to scaling down, citizens are in desperate need of an income, and the City an economic stimulus. We’re dedicated to hiring 100% local residents to fill our staffing needs. As stated in Section 2, we will focus on providing opportunities to those who fall under the categories listed in the City’s Social Policy. Haven understands that operating successfully and hiring locally stimulates the local economy and contributes positively to economic development. For more information on our recruitment efforts please see Section 2. Monetary Contributions (City & Local Non- Profits) In an effort to provide the City with much needed resources, Haven typically budgets no less than 2% of our Gross Revenues to fund our CBP and the Community Reinvestment Fund. As shown in our Pro Forma, our Gross Revenues change significantly between our first and third year of operations. As such, we have averaged our first three years of giving and estimated a total of at least or 2% per year, whichever is higher. While we have identified some areas where we would like to give (see our Community Calendar), we absolutely consider this process a collaboration between Haven and the City. Upon being issued a license, we will immediately form and meet with our Citizens Panel and solicit additional ideas to finalize our CBP for year 1. The following are some ways we anticipate contributing monetarily. Senior Centers Aside from employee led volunteer hours, Haven organizes storewide service projects, to give back to the community while providing a team building activity. Haven is a proud supporter of Senior Centers statewide and commits to organizing volunteer hours with a local Senior Center. We have identified the Wilson Senior Center, Palm Vista Senior Center, and South Fresno Senior Center as potential locations to volunteer. We know that not all seniors in Fresno have access to health care, so we’ll also provide seniors in the local community with a public lecture series focused on how cannabis can help seniors with health issues as alternative treatment for chronic illness, as well as a senior discount on our products. Veterans Day Haven also has deep appreciation and respect for those who have served our country in the armed forces. Haven was thrilled to see that the City of Fresno honors veterans each November on Veterans Day with a parade and ceremony. Haven looks forward to participating in the Veterans Day Parade and Celebration, either by entering a float, sponsoring a neighboring business’ float, or providing financial contributions to local high schools that wish to have their marching bands participate. Additionally, the City can count on Haven to provide helpful individuals to volunteer for the Veterans Day Parade as a means of contributing to this time-honored tradition. Relay for Life Cannabis has a long history of medicinal use helping cancer patients during treatment and on the road to recovery. Haven will honor this history and continue to raise money for Cancer research through volunteer participation in Fresno’s Relay for Life. All proceeds from the event will benefit the American Cancer Society and its work to find a cure and better patient outcomes. Commit Volunteer Hours Haven encourages employees to volunteer within the community by offering all employees paid time off for hours spent volunteering with a local organization of their choosing. We also organize company wide volunteer opportunities. Central California Food Bank (“CCFB”) With the unemployment number and number of homeless increasing in the area (likely as a result of COVID-19), Haven is prepared to partner with the CCFB to tackle food insecurity. Each day, the food bank receives donations and is always in need of individuals to sort and pack the food for others to pick up. Haven, both as a team building activity and individually, will regularly commit volunteers to the CCFB. HAVEN 7-7 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments Valley Animal Center Havens owners and operators are animal lovers. As is shown in our compensation and benefits package, we provide a stipend to any employee who is willing to adopt a furry friend of a local area shelter. In addition to this benefit, Haven will commit volunteer hours to the Valley Animal Center as a means to provide care for the animals. In addition, Haven will team up with the shelter and host pet adoptions at our storefront, similar to the cat adoption we held at our Los Alamitos (Long Beach) store. Together we will reduce the number of euthanized and homeless pets in the City. Conduct Community Outreach Haven believes that community outreach is accomplished in a variety of ways. Attending community events, sponsoring community events, and hosting community events are all forms of effective community outreach. Lecture Series Haven intends to offer outreach onsite at the retail facility. Through carefully curated topics, Haven will utilize the assistance of local organizations to present important issues to interested members of the community. As is shown on our Community Calendar above, we offer monthly lecture series on topics like: »Careers in Cannabis; »Therapeutic Value of Pets; »Acceptance and Diversity; »Health and Wellness; »Sustainability; »Cancer Awareness and Research; »Medicinal Uses of Cannabis; and »Therapeutic Value of Music. All series will include Spanish translation when requested. Opening our facility to others to present valuable information (be that resume writing tips, treatment options or medical cannabis uses) furthers our mission of providing outreach to the community. Haven is extremely interested in the City’s input on lecture series topics most needed in the community. Operate Donation Drives Non-perishable Food Drive With the large homeless population in the City of Fresno, there is no doubt that local families struggle with nutrition and food insecurity. To combat this very serious problem, Haven will conduct two semi-annual food drives at our storefront location. Customers, staff members and community members at large may bring non-perishable food items to Haven, and Haven will collect and deliver all of the non-perishable donations to Central California Food Bank and the Fresno Mission. Teaming up with these two well-known organizations will provide an opportunity for Haven to reach more community members in need. Clothing Drive While Haven is committed to providing employment opportunities within, Haven also would like to assist in providing opportunities to individuals who seek employment in other industries aside from cannabis. To achieve this goal, Haven will host an annual clothing drive geared at collecting professional work attire from within the community. Once collected, Haven will donate the items to Fresno State Clothing Closet, Dress for Success and the Salvation Army. If these organizations are not in need of professional clothing for their closets, Haven will seek recommendations on other noteworthy organizations in need. Holiday Toy Drive There is nothing more sweet than seeing the joy on a child’s face when they are provided with gifts during the holiday season. Each November, in preparation for the holidays, Haven will host a toy drive to collect toys for local area nonprofits serving low income and homeless families in need. All guests who donate a toy to the drive will receive an in-store discount. COVID-19 Drive Efforts As COVID-19 very quickly swept through the nation, Haven looked for opportunities to ease the stress felt by many families. In Long Beach, food pantries quickly became inundated. As HAVEN 7-8 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments a means to support those in need and reduce some of the pressure felt by local food pantries, Haven hosted a food drive of its own. COVID-19 Kits, including non-perishable foods, critical supplies, and antibacterial products were made available at no cost to local citizens in need. Haven’s collection efforts exceeded those individuals originally identified as recipients, and Long Beach City Council member Stacy Mungo teamed with Haven to distribute the remaining kits to individuals and families the Council had previously identified as being in need. Haven will continue these efforts in the City of Fresno, teaming up with Council members seeking to provide their constituents with additional aid. COMMITMENT TO ETHICAL OPERATIONS Social Justice Haven focuses on justice in terms of the distribution of wealth, opportunities, and privileges within the communities where we locate and within our company as a whole. 2020 has been an eye opening year for our Country as a whole. Marginalized groups have taken a stand and have seeked out the support of those willing to stand with them. Haven believes that now is the time to fight social injustice. We stand against injustice by financially supporting organizations who represent those who cannot represent themselves. We stand against injustice by offering fair and equal wages to all employees despite their age, race, gender or ethnicity. We stand against injustice by offering employment opportunities to those who may be turned away by other industries. As we move forward into 2021, our Country requires quite a bit of healing and recovery. The City can rely on Haven to serve as a committed partner as we continue this fight. Compliance with State and Local Law Haven’s owners, including our local owner, are committed to operating in a way that will promote public safety and benefit the City. Our ethical responsibility to the City of Fresno includes strictly complying with all local and state cannabis laws, including operating procedures, inventory control, product safety, tax reporting, security measures, and more as detailed in Section 1. Equal Opportunity Employment Plan The laws of the State of California as implemented by the Department of Fair Employment and Housing, and those federally implemented through the EEOC, prohibit discrimination in the hiring process. Haven understands the importance of offering opportunities to individuals most in need. As part of being socially aware, and where permitted by law, Haven will attempt to first offer employment opportunities to minorities, low income individuals, those most harmed by cannabis criminalization, and others struggling to find steady, well compensated employment as Haven owner Michael Simonian organized and volunteered at Haven’s COVID-19 essentials drive. 7-9 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments outlined in the City’s Social Policy criteria outlined in FMC §9-3316(b)(1). Haven has an open-door hiring policy and has provided jobs to valuable and diverse individuals with unconventional backgrounds. Haven is an equal opportunity employer. We are dedicated to ensuring that all decisions regarding terms, conditions and privileges of employment are in accordance with our principles of equal opportunity. Haven prohibits discrimination and harassment of any type and affords equal employment opportunities to employees and applicants without regard to race, religion, color, sex (including childbirth, breastfeeding and related medical conditions), gender, gender identity or expression, sexual orientation, national origin, ethnicity, ancestry, citizenship status, uniform service member and veteran status, marital status, pregnancy, age, protected medical condition, genetic information, disability, or any other characteristic protected by state or federal law or local ordinance. 7.1.1 EXPUNGEMENT CLINICS Haven is fortunate to have several attorneys associated with its business operations. Courtney Caron, Haven’s outside counsel, and Greg Nacham, Haven’s in-house counsel, are passionate about giving back to the community. Courtney even has a track record of pro bono efforts. As long time members of the cannabis community, Haven’s ownership team understands the challenges faced by individuals with prior convictions for nonviolent cannabis related crimes. We are excited about the opportunity to help Fresno residents get a clean slate through the following methods. San Joaquin College of Law (SJCL) Expungement Clinic Courtney is a former student and graduate of San Joaquin College of Law (“SJCL”). In preparation of the commercial cannabis industry coming to Fresno, Courtney reached out to Dean Jan Pearson of SJCL to discuss the possibility of establishing an expungement clinic on campus. The law school has been known to offer different legal clinics to residents of the City in prior years. Understanding that this endeavor is massive, Haven has agreed to team up with The Artist Tree (another cannabis applicant) to pool resources and time to ensure that the clinic is a success. The clinic will include quarterly sessions open to the general public. Supervised law students will pair up with pro bono attorneys who specialize in criminal record expungement to help Fresno residents get their prior nonviolent cannabis criminal records expunged. Courtney has extensive experience volunteering at clinics as a pro bono attorney, as she has been volunteering at the LGBTQ Gender and Name Change Clinic for Bet Tzedek (a legal services organization) for years. With Courtney’s guidance, Haven will mimic the structure of the Bet Tzedek clinic when crafting our SJCL Expungement Clinic. Drawing on the resources of SJCL and Haven’s highly motivated legal team, we will effectively provide expungement services to community members in need. Courtney and Greg are both practicing attorneys and will be available to volunteer their time at the clinics. In order to identify individuals who may benefit from the clinic, we will utilize archives at the Superior Court to search for individuals who were convicted of nonviolent cannabis crimes. Additionally, utilizing Justice Portal, we will search by conviction to identify eligible individuals. We will reach out to presiding judges with the goal of reaching those most in need of our pro bono expungement services. We will also seek out other legal service organizations and nonprofits in the area and provide them information regarding our clinic so they may refer clients seeking expungement services. Donation to Clean Slate Program Haven will also support Fresno County’s Clean Slate Program. The Clean Slate Program is a reentry program that provides free legal services to indigent and low-income individuals convicted of offenses in Fresno County. Haven has reached out to the Clean Slate Program to inquire about opportunities to provide financial assistance or pro bono attorney services and is prepared to donate (either time or financial resources) to the program in connection with our store launch. HAVEN 7-10 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments 7.1.2 COMMITMENT TO ENVIRONMENTAL SUSTAINABILITY APPLICABLE LAW CCR: Title 24 (“CALGreen”), Title 16 §§5002 & 5010, Title 14 §17850; Cal. Bus. & Prof. Code §26055(h); Assembly Bill 32: California Global Warming Solutions Act; Senate Bill 375: Sustainable Communities Act; Assembly Bill 939: California Integrated Waste Management Act of 1989; Senate Bill X7-7: Water Conservation Act of 2009; Division 13 of the Public Resources Code, California Environmental Quality Act (“CEQA”); CEQA Guidelines Section 15183.5, Tiering and Streamlining the Analysis of GHG Emissions. STRATEGIC GOAL To operate a business that exceeds the environmental requirements of the CEQA and greatly minimizes our carbon footprint. To promote the strategies of Fresno’s 2014 Greenhouse Gas Reduction Plan and 2020 Greenhouse Gas Reduction Plan Update: Land Use and Transportation Strategies, Energy Conservation Strategies for New and Existing Buildings, Waste Diversion and Recycling and Energy Recovery. COMMITMENT TO THE ENVIRONMENT Surrounded by the San Joaquin Valley, which is the most productive agricultural region in the nation and world, Fresno’s unique geographic landscape is a reminder of the importance of performing business in harmony with nature. Haven’s primary objectives are conservation of natural resources and the reduction of our carbon footprint within the City of Fresno, Fresno County, the San Joaquin Valley, and the State of California, preserving the local community. The City is conscious of new businesses and the impact new businesses have on the environment, the surrounding communities, conservation, development and use of natural resources, and the open space areas that are important agricultural lands. Haven will fully implement recycling practices company wide along with promoting the message to our customers to encourage sustainability. Haven is committed to looking for new and innovative ideas to reduce our carbon footprint and to operate in a way that protects our environment and addresses community concerns. Environmental Impact on the City We recognize that the City is conscious of the environmental impact new businesses may have on the City and surrounding communities. Haven is operating sustainably and in compliance with CEQA, as required by the state of California and the City of Fresno. 16 CCR §5010 and FMC §9- 3317(d). We have tailored the sustainability plan we employ in our other locations to the City, and, specifically, to Fresno’s 2014 Greenhouse Gas Reduction Plan and 2020 GGRP Plan Update (collectively, “GGRP”). Haven will utilize the greenhouse gas reduction strategies outlined in the GGRP: »Land Use and Transportation; »Transportation Demand Management; »Energy Conservation in New and Existing Buildings; »Water Conservation; and »Waste Diversion and Recycling and Energy Recovery. Pursuant to Fresno’s Development Project Requirements, Haven will work with the City and follow the GGRP Consistency Checklist guidelines. Below is a summary of the various ways we will protect the environment, reduce our carbon footprint, and help meet the GGRP goals. Haven will implement the following General Business Procedures and GGRP Strategies to protect the environment, reduce our carbon footprint, and help meet the City’s GGRP Goals. GENERAL BUSINESS PROCEDURES Green Building Standard & CALGreen Building Code In designing our business and site plans for Fresno, we followed the Fresno General Plan Energy Efficient Building Policies, the GGRP, CEQA Consistency Checklist, and the CALGreen Building Code. Our building design, while artistic, is crafted to utilize natural resources to save energy and reduce waste, as detailed further below. Haven will renovate our building to include HAVEN 7-11 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments more energy efficient lighting, solar roofing, and plumbing for water reuse. We will work with the City to conduct a business energy assessment and devise a highly energy efficient building. Environmentally Conscious Cannabis Products Haven will source its products from growers and manufacturers who follow environmentally friendly business practices, as in our other retail locations. When selecting products, Haven will follow a careful vetting process, reviewing each supplier’s processes to ensure they are pesticide free and eco-friendly. For example, Haven will seek out cultivators that utilize the collection of rainwater, living soil, and chemical free pest control. GREENHOUSE GAS REDUCTION PLAN SUPPORT PROCEDURES: Greenhouse Gas Reduction Plan Strategy #1 Land Use & Transportation Demand Management Strategic Land Use Haven is strategically located in a walkable activity center. The building is designed at the pedestrian-scale and offers convenient pedestrian and bicycle access to discourage vehicle trips. Transportation Program Haven will assist Fresno’s transportation centers and local ride-share businesses. Our store is located walking distance from several bus stations to encourage customers and employees to choose public transit. We will partner with ride-share companies to drop off and pick up customers at our business. Our parking lot will have designated spaces where ride-share vehicles can park while waiting for customers to finish at the dispensary. This will assist in minimizing traffic flow inside and out of the business. We will work to install alternative fuel vehicle parking and charging stations at our facility. Additionally, we will offer bike parking and scooter parking for customers that use those modes of transportation. Team Member Reward Program We will offer rewards to team members who engage in environmentally friendly behaviors. For example, if team members carpool, ride a bicycle, or take public transportation to work, they will accrue points to be redeemed for prizes. Team members can also acquire points for recycling, using energy efficient practices, and suggesting practices that are later implemented by the company. Greenhouse Gas Reduction Plan Strategy #2 Energy Conservation and Energy Efficiency Working directly with the property owner, Haven will explore the use of energy efficient upgrades to the existing building. Self Generation Using Solar Panels Where and when feasible, Haven will work with local solar companies to install solar panels on the building to provide us with 100% green energy. Use of Energy Efficient Lighting and Equipment Haven will work with Pacific Gas and Electric (PG&E) to ensure the most efficient and cost- effective means of providing electricity to our facility. All light bulbs in our facility will be energy efficient LED lights and we will utilize daylighting to reduce energy use. Equipment (such as computers, refrigerators, kitchen related equipment, registers, POS equipment) will all include the most current energy efficient technology. Haven will install automatic bathroom lighting, faucets, and hand dryers. All office space will have automatic energy efficient lighting. Climate Control System Climate control systems account for a large percentage of the total energy consumed in a cannabis business. In designing our climate control system, we will consult with a mechanical engineer to devise the most energy efficient system possible taking into account: »indoor air quality; »odor control; »energy consumption; HAVEN 7-12 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments »greenhouse gas emissions; »regulatory compliance; and »climate. Should carbon emissions be a concern, Haven will employ additional procedures to offset any carbon emission. Efficient Heating and Cooling Haven will use a closed room environment to minimize our electricity costs. A closed room environment does not exchange air with the outside of the building and limits the electricity associated with the cooling of external air. In addition to the cost and energy-savings, closed room environments present the added benefit of decreased odor presence surrounding the premises. We will regularly maintain Haven’s climate control and HVAC systems to ensure continuously efficient operations and to reduce energy consumption and energy costs. Maintenance will include periodic efficiency checks, filter replacements, and evaluations of system upgrades. Haven’s facility will be sufficiently insulated to reduce heating or cooling losses. We will also install an energy-efficient or tankless water heater and insulate the first three feet of heated water exiting the water heater. Management Systems and Energy Audits Our facility managers will consider installing a Building Management System (BMS) or Energy Management System (EMS). The U.S. Department of Energy has developed a suite of Specification and Procurement Support Materials to help managers identify the right fit for their facility. Haven will utilize Xcel’s Energy Analysis Program to identify financial incentive programs and to perform a comprehensive energy audit or engineering assistance study (EAS). For example, we can install sub-meters, such as e-mon and Power TakeOff, inside the building to collect power usage data. Greenhouse Gas Reduction Plan Strategy #3 Water Conservation Haven has developed the following water conservation efforts to further the City’s goal of reducing water consumption. Water Efficient Building Haven’s water conservation and reuse efforts include installing and implementing water efficiency upgrades to our building. Haven will retrofit our retail location with automatic faucets, set with a timing mechanism to control the flow of water, in all restrooms and break rooms. Water Efficient Landscaping Haven will follow the City’s Water Efficient Landscape Standards specified in FMC §6- 522. As part of Haven’s building improvements, we will upgrade all landscaping to a water-wise design, utilizing drought resistant greenery and watering techniques. Use of Recycled Water Haven will install purple pipe and comply with the City’s Recycled Water Ordinance if located in the Recycled Water Project Area. Greenhouse Gas Reduction Plan Strategy #4 Waste Diversion and Recycling and Energy Recovery Haven has developed the following waste and recycling programs to further the City’s goal of reducing waste. Zero Waste Plan Haven will reduce waste throughout the facility by recycling and reusing whenever possible. Haven will strive to recycle or compost all waste generated by our business. We plan to achieve a 25% landfill rate upon commencing our business, with a goal of reaching a 0% landfill rate by 2025. We will work with the City to eliminate plastic bags and to utilize local recycling companies to develop economic growth and create jobs. Packaging from inbound materials, waste generated during operations and team member waste will be the main sources of recyclable materials. Haven will place recycling bins in the team member break areas, office areas, and where inventory is sorted to ensure that all recyclable waste is identified and disposed of properly. Haven will also greatly reduce the amount of landfill generated within the facility by composting waste, helping to produce quality compost that can be used to inoculate soil with microbial life. Team members will make every effort possible HAVEN 7-13 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments to identify recyclable and compostable materials, separate them from other waste, and place them in appropriate containers to be picked up by our recycling service provider. In addition to recycling, Haven team members will reuse everything possible. Use of Recyclable Materials/ Closed Loop Recycling Haven will use recycled materials as much as possible, including sourcing some products from suppliers that use recycled packaging and materials. In compliance with Cal. Bus. & Prof. Code §26070.1, all purchased cannabis products will leave Haven in a child-proof opaque package, utilizing the highest percentages of recyclable materials possible. Specifically, Haven will work with Encore Recycling, a company that collects, washes, and recycles the hoop house plastic used in growing cannabis. Haven will coordinate between Encore Recycling and its suppliers of compliant child proof packaging to create a Closed Loop Recycling program wherein the very same plastic used in growing cannabis crop is given a second life in packaging the product for Haven’s customers. Packaging Return Incentive Program Haven will also offer an incentive program to encourage customers to bring back their used packaging to be sent to Encore Recycling to be recycled again – truly closing the loop. Each time a customer returns with his/her exit packaging, he/she will receive one stamp on an incentive program card. A full incentive card earns the consumer a discount or credit on a future Haven purchase. To the extent that exit packaging can be sealed and reused for an additional purchase made by the same customer, it will be. Once the exit packaging becomes unusable from repeat use, the customer can return the packaging for a new one and the old packaging will be recycled accordingly. 7.1.3 VACANT BUILDINGS, BLIGHTED AREAS Our proposed property is located at 5689 E. Kings Canyon Rd Fresno, Ca 93727. Prior to COVID-19 the property was used as a Bar. As a result of COVID-19, the businesses were forced to close and the property is presently vacant per FMC §10-603(o). If selected, Haven will bring an essential business that has proven to be pandemic and recession proof to this location and remove this vacant building from the market. 7.2 YOUTH EDUCATION AND USE PREVENTION PLAN Haven has drafted a thorough Youth Education and Use Prevention Program (“YEUPP”), consisting of educational resources and programming to prevent underage cannabis use. As parents and responsible operators, Haven’s ownership and operations team is adamant about keeping children away from cannabis and educating them on its potential harms. In tailoring our YEUPP to Fresno, Haven held a roundtable with several individuals from Fresno Unified School District (FUSD) to discuss their needs and concerns. On our call, we learned that educators are extremely concerned about whether or not retail establishments will have proper age verification protocols in place and about cannabis companies advertising to youth. For example, many schools have had to ban clothing related to cannabis brands. Acknowledging educators’ concerns, we have developed the following YEUPP. We will work closely with Marie Slater, Haven’s Advisory Team member and former FUSD teacher of 47 years, to develop and implement our YEUPP. With Marie’s guidance, Haven will identify and work with community partners who would benefit from our educational program, including Fresno Police Activities League, The Boys and Girls Club, Fresno Unified School District, Big Brothers Big Sisters, and many others. Understanding The Issue While the base of scientific research on cannabis’ effects is still growing and developing, it has been proven that young people’s lungs, mental health and developing brains and bodies are all susceptible to damage by prolonged and frequent cannabis use. HAVEN 7-14 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments »Infants and Children THC exposure through breastfeeding in infanthood could reduce growth, lower IQ scores, decrease mental function and academic ability, and cause attention problems. More scientific research is needed to link marijuana exposure through breastfeeding conclusively to these outcomes. »Adolescence and Young Adulthood Cannabis use is typically initiated during adolescence and young adulthood. According to the US Department of Health and Human Services, over one third (38 percent) of California high school students report that they have used marijuana at least once in their lifetime. There are significant concerns about adolescent use of cannabis particularly regarding brain development, mental health, frequency of use, and impaired driving. As with research on infants and children, more studies on the effects of cannabis on adolescents and young adults are needed to prove absolute correlation. Effective Prevention Requires Partnership Youth prevention strategies seek to educate youth about cannabis so they can make an informed decision not to use underage. Doing so in an effective way requires partnership with schools, parents, and community organizations. Therefore, Haven will create a campaign that is focused on providing facts and encouraging peer-to-peer conversation. The campaign will rely on fact-based research and studies as well as surveying and data collection from the Fresno area to explore the truth around such topics as: »The disconnect between the perception of how many middle and high school students use cannabis regularly and what the statistics actually show. »The consequences of underage use that may include legal ramifications (such as Minor in Possession and/or Driving Under the Influence charges), academic repercussions (such as loss of financial aid, and/or suspension or expulsion from school), and the effects it could have on current and/ or future employment and extracurricular activities like clubs and sports. »What is known about the cannabis plant, its chemical components such as tetrahydrocannabinol (THC), and its short- term effect on humans’ brains, memory, lungs and heart. To be most effective, our plan must consider risk and protective factors that drive the problem of cannabis substance abuse amongst Fresno’s youth. Our campaign will rely on fact-based research and studies as well as surveying and data collection from the Fresno area in partnership with the City of Fresno. The following considerations must be made when tailoring this plan to the local community: »Understanding how many local students of what age use cannabis regularly. What are the factors that contribute to local use? »What resources currently exist to address this factor? How do community norms contribute? »Is youth cannabis use aligned with at- risk populations or associated with other community health issues? »How can successful outcomes be measured and how frequently will they be measured? Upon opening in Fresno, Haven will hold a community meeting along with other local dispensaries, inviting educators, policy makers, community health experts, parents, and other concerned citizens to come together in an effort to further understand the points above, and create a youth prevention plan that truly meets the needs of Fresno. OUR PLAN California’s State cannabis laws are carefully crafted to keep the products we sell out of the hands of youth, including specific regulations surrounding how legal cannabis products are packaged, marketed and sold. That said, we feel that our responsibility to the local community extends beyond the scope of the regulatory law. HAVEN 7-15 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments We took time to research specific youth education initiatives and youth substance abuse prevention plans with a high success rate in their respective communities. Based on that research, we will advocate for a plan for Fresno that incorporates, at minimum, the following three principles: »Reach Youth Where They Are; »Provide Resources, Mentorship, and Alternatives; and »Educate The Whole Community. Reach Youth Where They Are: Introduce A Substance Abuse Prevention Program in Local Schools We believe that the best place for youth to learn the social skills necessary to explicitly resist substance use is in the same place they learn to read and write. School-based curriculum to prevent youth substance abuse has a high success rate and can be repeated at different grade levels for reinforcement. It is our desire to work with other cannabis dispensaries and community groups to raise funds to support a high-quality program to help Fresno’s youth. In our research, we have identified Botvin LifeSkills Training as an exemplary and comprehensive youth development program for its track record of success reducing drug use by up to 75%. Botvin LifeSkills Training has been recognized by Blueprints for Healthy Youth Development, the National Institute on Drug Abuse, the Office of National Drug Control Policy, the U.S. Department of Education, American Medical Association, American Psychological Association and Centers for Disease Control and Prevention among others. While we feel this is a standout program, we are willing to consider supporting other in-school substance abuse prevention programs which may be a better fit for the local community. Provide Resources, Mentorship, and Alternatives: Support Community Mentorship and Extracurricular Activities Haven understands that one of the most significant ways to make an impact on youth is through adults who play an important role in their lives. Haven will facilitate an active partnership with the Fresno Police Activities League to provide funding and resources to help local youth understand the severity of a decision to use cannabis under the legal age. The Fresno Police Activities League is the perfect partner to help youth understand the legal ramifications (such as Minor in Possession and/or Driving Under the Influence charges), academic repercussions (such as loss of financial aid, and/or suspension or expulsion from school), and other potential effects on current and/or future employment. Youth who are actively engaged in community- based extracurricular activities like clubs and sports are much more likely to stay in school and stay away from drugs. Haven will regularly donate to local youth sports teams and extracurricular clubs to support their efforts. Educate The Whole Community Ongoing Education and Events for Parents and Community Members Perhaps most importantly, Haven will encourage adults to just keep the conversations open. Haven will host events open to parents, teachers, coaches, etc., in order to provide materials, information and provide a safe environment for an open discussion on the topic of youth cannabis use. We’ll partner with community health experts to help parents understand the dangers of use in developing minds. Talking with youth about cannabis is important because youth are less likely to use cannabis when they have supportive adults and parents in their lives. We know that words matter and conversation is critical, so we will develop tools for adults to: »Set rules. Youth must know that the adult/s in their lives do not allow its use and that there are consequences if those rules are broken. Clear rules create a structure that is easier to follow than when there is ambiguity. »Listen. Youth must be allowed to speak their minds and to be heard. When they feel that they’ve been heard, they are more likely to hear what the adults in their lives have to say. HAVEN 7-16 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments »Be optimistic and hopeful. Youth respond well to positivity. By focusing on the good things in young people’s lives including their hopes, dreams, and goals, adults can encourage them to make decisions that help them achieve their goals and explain how underage use can get in the way of those outcomes. »Always be learning. Cannabis was illegal and stigmatized for so long that adults were never incentivized to learn about it and talk about it. Now that it is coming out of the shadows and more research about its effects is being conducted every day, it’s incumbent upon adults to try and understand it better, so that they can communicate about it better. Youth want facts; adults should be a credible, honest resource that can help shed some light on the potentially harmful effects of underage use. »Remind youth that not everyone is doing it. One of the most powerful facts about underage use is that most young people choose not to use cannabis. Although legalization sometimes leads to the perception that youth usage will rise, the facts do not support that and so children and teens must be armed with the truth. »Be open. Even adults who do use cannabis legally should be clear about why they choose to do so and why they think that children shouldn’t yet. When clear rules are set, youth are less likely to consume cannabis underage if they know the trusted adults in their lives don’t want them to and don’t allow it. The cannabis conversation is changing all the time. Adults will need to revisit their talks with youth about cannabis frequently. Adults can be an incredibly positive influence in the lives of children and teens, so we will encourage conversation and develop tools for conversation around themes like: »Establishing consequences. Youth must know that breaking established rules, or the rules set by their school, club and team can hold them back from participating in the things they love and from continuing to work toward their goals. »Youth are role models. Reminding youth that their choices influence younger students, as well as their peers and siblings. »It’s not a performance-enhancing drug. Talking to youth about existing research showing that regular use can harm memory, math and reading scores, can help them understand that use may put their futures at risk. Point out that use can also affect their ability to learn new skills and affect athletic performance and coordination. »Keep finding time to talk. Youth ask questions, and they are observant. They will become aware of news stories and local events that have a cannabis focus. Use those opportunities to discuss cannabis, age appropriate use, and how underage use may affect achieving personal future goals. The tools and literature that we develop along these themes will be available at Haven free of charge. By enacting a plan that reaches youth where they are, provides strong mentorship, supports extracurricular activities, and educates the whole community, we are confident that we can help educate Fresno’s youth about the potential risks of cannabis use, and help reduce that use. 7.3 FRESNO COMMUNITY REINVESTMENT FUND (FMC §9-3315(B)(6)) As we have stated throughout our application, we are committed to building a unified and strong cannabis industry, whose main focus is to benefit the community in lasting ways. While Haven has set out its own CBP above, we realize that greater impact can be made when coupled with others. Haven will commit 1% of our gross revenue for the Fresno Community Reinvestment Fund, to be used as the City sees fit. While making a financial donation is the easiest method of contribution, Haven seeks to do more. We are a hands on company, with years of knowledge and experience in the cannabis industry that surely can benefit others. Here are some additional ways we intend to contribute. HAVEN 7-17 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments »Retailers Association: Upon being selected to receive a retail cannabis permit in the City, Haven will work with The Artist Tree and/or other selected applicants to create a Fresno Cannabis Retailers Association (“CRA”), through which fellow cannabis businesses can come together and unite as an industry. We are members of other local cannabis retailers associations in locations where we operate, and work collectively with the other association members to heighten neighborhood security, develop educational materials, and to craft new cannabis legislation. Members of the Fresno CRA, all of whom are experienced cannabis operators, will team up with local equity businesses to provide support and guidance. Leveraging the talent and experience of each of its members, the CRA will also offer workshops for future cannabis business owners. »Business Administration Technical Assistance: As Haven’s operations team has opened nearly a dozen cannabis retail stores, we understand the ins and outs associated with such an undertaking. Each location opened requires special attention on the SOPs implemented. While expanding rapidly, the industry is still in its infancy, and best practices are constantly evolving. As experienced operators, we can lend a hand to local equity owners by providing business administration assistance in the following ways: »Standard Operating Procedures - A successful cannabis business must utilize detailed SOPs to ensure that their operations are legally compliant and follow industry best practices. As we operate several cannabis retail stores, we have streamlined our SOPs over the years. We will offer a workshop to local equity owners on SOP drafting, in an effort to give all local equity owners the opportunity to begin operations compliant with the laws. »Cannabis Industry Partners - All cannabis products retailed in a licensed retail cannabis store must come from a licensed distributor. Over the years, we have developed excellent relationships with multiple licensed and compliant distributors, manufacturers and cultivators. We will host a meet and greet (virtually if necessary) to introduce local equity owners to our cannabis industry partners, to ensure that local equity owners have access to licensed and tested cannabis products. »Technology Systems - In the past few years, technology in the cannabis industry has evolved considerably. From Point of Sale systems, to security systems, to GPS, tech is ingrained into a properly run retail location. Haven is well versed in multiple facets of industry tech. Not only have we utilized a variety of products, we are constantly on the search for the most current and useful technology available. Haven will make itself available to Local Equity owners, who may have questions, require training, or simply need guidance on what technology is needed and the functionality of different platforms. Technology can be intimidating, but Haven is here to counsel those in need. »Pro Bono Legal Services: Haven is extremely fortunate to have multiple licensed lawyers as part of our operations team. Courtney Caron and Greg Nacham specialize in cannabis law. Utilizing our legal expertise, we will offer local equity applicants pro bono legal services in cannabis licensing and general contract principles. Depending on the need, we will offer 1 on 1 sessions or a workshop-style cannabis licensing clinic. These services will be offered above and beyond those devoted to the Expungement Clinic. Support City Programs and City Improvements Funding for Enforcement Against Illegal Cannabis Operations Haven is a full supporter of decreasing the number of illegal cannabis operations operating in the Fresno area. The only way for legal cannabis business owners to be successful, and to ensure that only safe and tested cannabis is distributed to customers, is by only allowing regulated dispensaries to operate. Haven will contribute funds and provide support to these efforts spearheaded by the City. HAVEN 7-18 Proprietary & Confidential Information of Adamant Law Group, P.C. & Haven. Not for Publication. Cannabis Adult-use Retail Section 7: Community Benefits and Investments Identifying City Improvements Haven also conducted research to identify improvements that would benefit the City as a whole. Fresno lists multiple areas of need in the City’s Annual Action Plan. Haven is the perfect partner to assist the City of Fresno in achieving these goals, and brings to the City experience of successfully negotiating Community Benefit Agreements and Development Agreements and implementing CBPs. Public Safety The legalization of cannabis has raised many issues where public safety is concerned. Communities fear that cannabis products will end up in the hands of children. Haven heavily focuses on prevention. From advanced security measures, to utilizing proper and legal packaging, to developing business practices geared to appeal only to adults, Haven pushes the importance of public safety in each of our business decisions. Haven will rely on the City to provide information as to their specific needs in increasing public safety, and eagerly seeks to partner with the City in our efforts. As a means of doing our part to prevent cannabis from reaching the hands of children, we will implement a Youth Education and Use Prevention Plan, described above. 10.28.2020V1 RETAIL ENTRYHaven Retail Sales Floor Rendering ________________ ________________ INITIALS INITIALS © 2019AIR CRE. AllRights Reserved.Last Edited: 11/20/202010:53 AM MTN-26.30,Revised 11-25-2019 Page 1 of 17 1. BasicProvisions ("BasicProvisions"). 1.1 ParƟes.This Lease ("Lease"), dated forreference purposesonly October 30, 2020 , is made byand between Sunnyside Investments Inc.("Lessor") and Haven XIII LLC ("Lessee"),(collecƟvely the"ParƟes", orindividually a"Party"). 1.2(a)Premises:Thatcertain realproperty, including allimprovements thereinorto beprovided byLessorunder theterms ofthis Lease, commonlyknown as (street address, unit/suite, city,state):5689 E. Kings Canyon Rd. Fresno, CA 93727 (APN:313-24-065) ("Premises"). ThePremises arelocated in theCounty of Fresno , and aregenerally described as (describe briefly the natureof thePremises and the "Project"):3,600 Square Feet of retail space . In addiƟon toLessee's rights to use and occupythePremises as hereinaŌer specified, Lessee shall havenon-exclusive rightstoany uƟlity raceways ofthe building containing the Premises("Building") and tothe Common Areas (as defined in Paragraph 2.7below), but shall not haveany rightsto theroof, orexteriorwalls ofthe Buildingorto any other buildings in the Project. ThePremises, theBuilding, the Common Areas, the land upon which theyare located, along with all otherbuildings and improvements thereon, areherein collecƟvely referred to asthe "Project." (See also Paragraph 2) 1.2(b)Parking:25 unreserved vehicle parkingspaces. (Seealso Paragraph 2.6) 1.3 Term:Entitlement period + 10 years and months("Original Term")commencing November 1, 2020 ("CommencementDate") and ending 10 years from completion of Entitlement Period ("ExpiraƟon Date"). (See also Paragraph 3) 1.4 Early Possession:Ifthe Premisesareavailable Lesseemay havenon-exclusivepossession ofthe Premisescommencing ("EarlyPossession Date"). (Seealso Paragraphs 3.2and 3.3) 1.5 Base Rent:per month ("BaseRent"), payableon the 1st dayof each month commencing See Paragraph 50 . (Seealso Paragraph 4) Ifthis box is checked, thereare provisions in thisLease fortheBase Rentto beadjusted. SeeParagraph 57 . 1.6 Lessee's Shareof CommonArea OperaƟng Expenses:percent "Lessee's Share"). In theevent that thesize ofthe Premises and/or theProject are modified during theterm of this Lease,Lessorshall recalculateLessee's Shareto reflect such modificaƟon. 1.7 Base Rentand OtherMonies PaidUpon ExecuƟon: 1.8 Agreed Use:General office and retail use and all cannabis uses pursuant to valid city of Fresno and State of California Licenses. No Cannabis business activity shall be conducted on the premises until all such licenses have been obtained and proof thereof provided to lessor.. (See also Paragraph 6) 1.9 Insuring Party.Lessoris the"InsuringParty". (See also Paragraph 8) 1.10 Real EstateBrokers.(Seealso Paragraph 15and 25) agency relaƟonships in this Lease with the followingreal estate brokers ("Broker(s)") and/or their agents("Agent(s)"): Lessor’sBrokerage Firm The Mark Saito Company License No.00701227 Isthe brokerof (check one): theLessor;or both the Lessee and Lessor(dual agent). Lessor’sAgent Patrick Monreal LicenseNo.02007579 is(check one): theLessor’sAgent (salesperson or brokerassociate);or both the Lessee’sAgent andtheLessor’s Agent(dual agent). Lessee’sBrokerage Firm License No.Isthe brokerof(check one): theLessee;or both theLessee and Lessor(dual agent). Lessee’sAgent License No.is (check one): theLessee’s Agent (salesperson orbrokerassociate); or both the Lessee’s Agentand theLessor’s Agent(dualagent). separate wriƩen agreement(or if thereis nosuch agreement,the sum of or % of thetotal Base Rent) forthe brokerage servicesrendered bythe Brokers. 1.11 Guarantor.The obligaƟons oftheLessee underthis Lease are tobeguaranteed by ("Guarantor"). (Seealso Paragraph 37) 1.12 AƩachments.AƩached hereto arethe following, allof which consƟtute apart of thisLease: an Addendum consisƟng of Paragraphs 50 through 56 ; asite plan depicƟng thePremises; asite plan depicƟng theProject; STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET (a)Base Rent:for theperiod . (b)Common Area OperaƟng Expenses:Thecurrent esƟmate for theperiod is . (c)SecurityDeposit:("SecurityDeposit"). (Seealso Paragraph 5)Due upon Lessee taking occupancy. (d)Other:for reservation fee . (e)Total Due Upon ExecuƟon ofthis Lease: (a)RepresentaƟon: Each Party acknowledges receiving aDisclosure RegardingReal EstateAgency RelaƟonship, confirms and consents tothe following (b)Paymentto Brokers.Upon execuƟon and delivery of thisLease by both ParƟes,Lessorshall paytothe Brokersthe brokeragefeeagreed toin a DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 AIRCR! □ □ □ □ ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 2 of 17 a current set of the Rules and RegulaƟons for the Project; a current set of the Rules and RegulaƟons adopted by the owners'associaƟon; a Work LeƩer; other (specify):Option to Extend . 2.Premises. 2.1 Leƫng.Lessor hereby leases to Lessee,and Lessee hereby leases from Lessor,the Premises,for the term,at the rental,and upon all of the terms, covenants and condiƟons set forth in this Lease.While the approximate square footage of the Premises may have been used in the markeƟng of the Premises for purposes of comparison,the Base Rent stated herein is NOT Ɵed to square footage and is not subject to adjustment should the actual size be determined to be different.NOTE:Lessee is advised to verify the actual size prior to execuƟng this Lease. 2.2 CondiƟon.Lessor shall deliver that porƟon of the Premises contained within the Building ("Unit")to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date,whichever first occurs ("Start Date"),and,so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date,warrants that the exisƟng electrical,plumbing,fire sprinkler,lighƟng,heaƟng, venƟlaƟng and air condiƟoning systems ("HVAC"),loading doors,sump pumps,if any,and all other such elements in the Unit,other than those constructed by Lessee, shall be in good operaƟng condiƟon on said date,that the structural elements of the roof,bearing walls and foundaƟon of the Unit shall be free of material defects, and that the Unit does not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law.If a non-compliance with such warranty exists as of the Start Date,or if one of such systems or elements should malfuncƟon or fail within the appropriate warranty period,Lessor shall,as Lessor's sole obligaƟon with respect to such maƩer,except as otherwise provided in this Lease,promptly aŌer receipt of wriƩen noƟce from Lessee seƫng forth with specificity the nature and extent of such non-compliance,malfuncƟon or failure,recƟfy same at Lessor's expense.The warranty periods shall be as follows:(i)6 months as to the HVAC systems,and (ii)30 days as to the remaining systems and other elements of the Unit.If Lessee does not give Lessor the required noƟce within the appropriate warranty period,correcƟon of any such non-compliance,malfuncƟon or failure shall be the obligaƟon of Lessee at Lessee's sole cost and expense (except for the repairs to the fire sprinkler systems,roof,foundaƟons,and/or bearing walls -see Paragraph 7).Lessor also warrants,that unless otherwise specified in wriƟng,Lessor is unaware of (i)any recorded NoƟces of Default affecƟng the Premise;(ii)any delinquent amounts due under any loan secured by the Premises;and (iii)any bankruptcy proceeding affecƟng the Premises. 2.3 Compliance.Lessor warrants that to the best of its knowledge the improvements on the Premises comply with the building codes,applicable laws, covenants or restricƟons of record,regulaƟons,and ordinances ("Applicable Requirements")that were in effect at the Ɵme that each improvement,or porƟon thereof,was constructed.Said warranty does not apply to the use to which Lessee will put the Premises,modificaƟons which may be required by the Americans with DisabiliƟes Act or any similar laws as a result of Lessee's use (see Paragraph 49),or to any AlteraƟons or UƟlity InstallaƟons (as defined in Paragraph 7.3(a))made or to be made by Lessee.NOTE:Lessee is responsible for determining whether or not the Applicable Requirements,and especially the zoning are appropriate for Lessee's intended use,and acknowledges that past uses of the Premises may no longer be allowed.If the Premises do not comply with said warranty,Lessor shall, except as otherwise provided,promptly aŌer receipt of wriƩen noƟce from Lessee seƫng forth with specificity the nature and extent of such non-compliance,recƟfy the same at Lessor's expense.If Lessee does not give Lessor wriƩen noƟce of a non-compliance with this warranty within 6 months following the Start Date, correcƟon of that non-compliance shall be the obligaƟon of Lessee at Lessee's sole cost and expense.If the Applicable Requirements are hereaŌer changed so as to require during the term of this Lease the construcƟon of an addiƟon to or an alteraƟon of the Unit,Premises and/or Building,the remediaƟon of any Hazardous Substance,or the reinforcement or other physical modificaƟon of the Unit,Premises and/or Building ("Capital Expenditure"),Lessor and Lessee shall allocate the cost of such work as follows: (a)Subject to Paragraph 2.3(c)below,if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general,Lessee shall be fully responsible for the cost thereof,provided,however,that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months'Base Rent,Lessee may instead terminate this Lease unless Lessor noƟfies Lessee,in wriƟng, within 10 days aŌer receipt of Lessee's terminaƟon noƟce that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to 6 months'Base Rent.If Lessee elects terminaƟon,Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor wriƩen noƟce specifying a terminaƟon date at least 90 days thereaŌer.Such terminaƟon date shall,however,in no event be earlier than the last day that Lessee could legally uƟlize the Premises without commencing such Capital Expenditure. (b)If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as,governmentally mandated seismic modificaƟons),then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay,each month during the remainder of the term of this Lease or any extension thereof,on the date that on which the Base Rent is due,an amount equal to 1/144th of the porƟon of such costs reasonably aƩributable to the Premises.Lessee shall pay Interest on the balance but may prepay its obligaƟon at any Ɵme.If,however,such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof,Lessor shall have the opƟon to terminate this Lease upon 90 days prior wriƩen noƟce to Lessee unless Lessee noƟfies Lessor,in wriƟng,within 10 days aŌer receipt of Lessor's terminaƟon noƟce that Lessee will pay for such Capital Expenditure.If Lessor does not elect to terminate,and fails to tender its share of any such Capital Expenditure,Lessee may advance such funds and deduct same,with Interest,from Rent unƟl Lessor's share of such costs have been fully paid.If Lessee is unable to finance Lessor's share,or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis,Lessee shall have the right to terminate this Lease upon 30 days wriƩen noƟce to Lessor. (c)Notwithstanding the above,the provisions concerning Capital Expenditures are intended to apply only to non-voluntary,unexpected,and new Applicable Requirements.If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use,change in intensity of use,or modificaƟon to the Premises then,and in that event,Lessee shall either:(i)immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure,or (ii)complete such Capital Expenditure at its own expense.Lessee shall not have any right to terminate this Lease. 2.4 Acknowledgements.Lessee acknowledges that:(a)it has been given an opportunity to inspect and measure the Premises,(b)it has been advised by Lessor and/or Brokers to saƟsfy itself with respect to the size and condiƟon of the Premises (including but not limited to the electrical,HVAC and fire sprinkler systems,security,environmental aspects,and compliance with Applicable Requirements and the Americans with DisabiliƟes Act),and their suitability for Lessee's intended use,(c)Lessee has made such invesƟgaƟon as it deems necessary with reference to such maƩers and assumes all responsibility therefor as the same relate to its occupancy of the Premises,(d)it is not relying on any representaƟon as to the size of the Premises made by Brokers or Lessor,(e)the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein,and (f)neither Lessor,Lessor's agents,nor Brokers have made any oral or wriƩen representaƟons or warranƟes with respect to said maƩers other than as set forth in this Lease.In addiƟon,Lessor acknowledges that:(i)Brokers have made no representaƟons,promises or warranƟes concerning Lessee's ability to honor the Lease or suitability to occupy the Premises,and (ii)it is Lessor's sole DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 3 of 17 responsibility to invesƟgate the financial capability and/or suitability of all proposed tenants. 2.5 Lessee as Prior Owner/Occupant.The warranƟes made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises.In such event,Lessee shall be responsible for any necessary correcƟve work. 2.6 Vehicle Parking.Lessee shall be enƟtled to use the number of Parking Spaces specified in Paragraph 1.2(b)on those porƟons of the Common Areas designated from Ɵme to Ɵme by Lessor for parking.Lessee shall not use more parking spaces than said number.Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks,herein called "PermiƩed Size Vehicles."Lessor may regulate the loading and unloading of vehicles by adopƟng Rules and RegulaƟons as provided in Paragraph 2.9.No vehicles other than PermiƩed Size Vehicles may be parked in the Common Area without the prior wriƩen permission of Lessor.In addiƟon: (a)Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's employees,suppliers,shippers,customers, contractors or invitees to be loaded,unloaded,or parked in areas other than those designated by Lessor for such acƟviƟes. (b)Lessee shall not service or store any vehicles in the Common Areas. (c)If Lessee permits or allows any of the prohibited acƟviƟes described in this Paragraph 2.6,then Lessor shall have the right,without noƟce,in addiƟon to such other rights and remedies that it may have,to remove or tow away the vehicle involved and charge the cost to Lessee,which cost shall be immediately payable upon demand by Lessor. 2.7 Common Areas -DefiniƟon.The term "Common Areas"is defined as all areas and faciliƟes outside the Premises and within the exterior boundary line of the Project and interior uƟlity raceways and installaƟons within the Unit that are provided and designated by the Lessor from Ɵme to Ɵme for the general non-exclusive use of Lessor,Lessee and other tenants of the Project and their respecƟve employees,suppliers,shippers,customers,contractors and invitees,including parking areas,loading and unloading areas,trash areas,roofs,roadways,walkways,driveways and landscaped areas. 2.8 Common Areas -Lessee's Rights.Lessor grants to Lessee,for the benefit of Lessee and its employees,suppliers,shippers,contractors,customers and invitees,during the term of this Lease,the non-exclusive right to use,in common with others enƟtled to such use,the Common Areas as they exist from Ɵme to Ɵme, subject to any rights,powers,and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulaƟons or restricƟons governing the use of the Project.Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property,temporarily or permanently,in the Common Areas.Any such storage shall be permiƩed only by the prior wriƩen consent of Lessor or Lessor's designated agent,which consent may be revoked at any Ɵme.In the event that any unauthorized storage shall occur,then Lessor shall have the right,without noƟce,in addiƟon to such other rights and remedies that it may have,to remove the property and charge the cost to Lessee,which cost shall be immediately payable upon demand by Lessor. 2.9 Common Areas -Rules and RegulaƟons.Lessor or such other person(s)as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right,from Ɵme to Ɵme,to establish,modify,amend and enforce reasonable rules and regulaƟons ("Rules and RegulaƟons")for the management,safety,care,and cleanliness of the grounds,the parking and unloading of vehicles and the preservaƟon of good order,as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees.Lessee agrees to abide by and conform to all such Rules and RegulaƟons,and shall use its best efforts to cause its employees,suppliers,shippers,customers,contractors and invitees to so abide and conform.Lessor shall not be responsible to Lessee for the non-compliance with said Rules and RegulaƟons by other tenants of the Project. 2.10 Common Areas -Changes.Lessor shall have the right,in Lessor's sole discreƟon,from Ɵme to Ɵme: (a)To make changes to the Common Areas,including,without limitaƟon,changes in the locaƟon,size,shape and number of driveways,entrances, parking spaces,parking areas,loading and unloading areas,ingress,egress,direcƟon of traffic,landscaped areas,walkways and uƟlity raceways; (b)To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c)To designate other land outside the boundaries of the Project to be a part of the Common Areas; (d)To add addiƟonal buildings and improvements to the Common Areas; (e)To use the Common Areas while engaged in making addiƟonal improvements,repairs or alteraƟons to the Project,or any porƟon thereof;and (f)To do and perform such other acts and make such other changes in,to or with respect to the Common Areas and Project as Lessor may,in the exercise of sound business judgment,deem to be appropriate. 3.Term. 3.1 Term.The Commencement Date,ExpiraƟon Date and Original Term of this Lease are as specified in Paragraph 1.3. 3.2 Early Possession.Any provision herein granƟng Lessee Early Possession of the Premises is subject to and condiƟoned upon the Premises being available for such possession prior to the Commencement Date.Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises.If Lessee totally or parƟally occupies the Premises prior to the Commencement Date,the obligaƟon to pay Base Rent shall be abated for the period of such Early Possession.All other terms of this Lease (including but not limited to the obligaƟons to pay Lessee's Share of Common Area OperaƟng Expenses,Real Property Taxes and insurance premiums and to maintain the Premises)shall be in effect during such period.Any such Early Possession shall not affect the ExpiraƟon Date. 3.3 Delay In Possession.Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date.If,despite said efforts,Lessor is unable to deliver possession by such date,Lessor shall not be subject to any liability therefor,nor shall such failure affect the validity of this Lease or change the ExpiraƟon Date.Lessee shall not,however,be obligated to pay Rent or perform its other obligaƟons unƟl Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and conƟnue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof,but minus any days of delay caused by the acts or omissions of Lessee.If possession is not delivered within 60 days aŌer the Commencement Date,as the same may be extended under the terms of any Work LeƩer executed by ParƟes,Lessee may,at its opƟon,by noƟce in wriƟng within 10 days aŌer the end of such 60 day period,cancel this Lease,in which event the ParƟes shall be discharged from all obligaƟons hereunder.If such wriƩen noƟce is not received by Lessor within said 10 day period,Lessee's right to cancel shall terminate.If possession of the Premises is not delivered within 120 days aŌer the Commencement Date,this Lease shall terminate unless other agreements are reached between Lessor and Lessee,in wriƟng. 3.4 Lessee Compliance.Lessor shall not be required to tender possession of the Premises to Lessee unƟl Lessee complies with its obligaƟon to provide evidence of insurance (Paragraph 8.5).Pending delivery of such evidence,Lessee shall be required to perform all of its obligaƟons under this Lease from and aŌer the Start Date,including the payment of Rent,notwithstanding Lessor's elecƟon to withhold possession pending receipt of such evidence of insurance.Further,if Lessee is required to perform any other condiƟons prior to or concurrent with the Start Date,the Start Date shall occur but Lessor may elect to withhold possession unƟl such condiƟons are saƟsfied. 4.Rent. 4.1.Rent Defined.All monetary obligaƟons of Lessee to Lessor under the terms of this Lease (except for the Security Deposit)are deemed to be rent ("Rent"). 4.2 Common Area OperaƟng Expenses.Lessee shall pay to Lessor during the term hereof,in addiƟon to the Base Rent,Lessee's Share (as specified in Paragraph 1.6)of all Common Area OperaƟng Expenses,as hereinaŌer defined,during each calendar year of the term of this Lease,in accordance with the following DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 4 of 17 provisions: (a)"Common Area OperaƟng Expenses"are defined,for purposes of this Lease,as all costs relaƟng to the ownership and operaƟon of the Project, including,but not limited to,the following: (i)The operaƟon,repair and maintenance,in neat,clean,good order and condiƟon ,and if necessary the replacement,of the following: (aa)The Common Areas and Common Area improvements,including parking areas,loading and unloading areas,trash areas,roadways, parkways,walkways,driveways,landscaped areas,bumpers,irrigaƟon systems,Common Area lighƟng faciliƟes,fences and gates,elevators,roofs,exterior walls of the buildings,building systems and roof drainage systems. (bb)Exterior signs and any tenant directories. (cc)Any fire sprinkler systems. (dd)All other areas and improvements that are within the exterior boundaries of the Project but outside of the Premises and/or any other space occupied by a tenant. (ii)The cost of water,gas,electricity and telephone to service the Common Areas and any uƟliƟes not separately metered. (iii)The cost of trash disposal,pest control services,property management,security services,owners'associaƟon dues and fees,the cost to repaint the exterior of any structures and the cost of any environmental inspecƟons. (iv)Reserves set aside for maintenance,repair and/or replacement of Common Area improvements and equipment. (v)Real Property Taxes (as defined in Paragraph 10). (vi)The cost of the premiums for the insurance maintained by Lessor pursuant to Paragraph 8. (vii)Any deducƟble porƟon of an insured loss concerning the Building or the Common Areas. (viii)Auditors',accountants'and aƩorneys'fees and costs related to the operaƟon,maintenance,repair and replacement of the Project. (ix)The cost of any capital improvement to the Building or the Project not covered under the provisions of Paragraph 2.3 provided;however,that Lessor shall allocate the cost of any such capital improvement over a 12 year period and Lessee shall not be required to pay more than Lessee's Share of 1/144th of the cost of such capital improvement in any given month.Lessee shall pay Interest on the unamorƟzed balance but may prepay its obligaƟon at any Ɵme. (x)The cost of any other services to be provided by Lessor that are stated elsewhere in this Lease to be a Common Area OperaƟng Expense. (b)Any Common Area OperaƟng Expenses and Real Property Taxes that are specifically aƩributable to the Unit,the Building or to any other building in the Project or to the operaƟon,repair and maintenance thereof,shall be allocated enƟrely to such Unit,Building,or other building.However,any Common Area OperaƟng Expenses and Real Property Taxes that are not specifically aƩributable to the Building or to any other building or to the operaƟon,repair and maintenance thereof,shall be equitably allocated by Lessor to all buildings in the Project. (c)The inclusion of the improvements,faciliƟes and services set forth in Subparagraph 4.2(a)shall not be deemed to impose an obligaƟon upon Lessor to either have said improvements or faciliƟes or to provide those services unless the Project already has the same,Lessor already provides the services,or Lessor has agreed elsewhere in this Lease to provide the same or some of them. (d)Lessee's Share of Common Area OperaƟng Expenses is payable monthly on the same day as the Base Rent is due hereunder.The amount of such payments shall be based on Lessor's esƟmate of the annual Common Area OperaƟng Expenses.Within 60 days aŌer wriƩen request (but not more than once each year)Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of the actual Common Area OperaƟng Expenses for the preceding year.If Lessee's payments during such year exceed Lessee's Share,Lessor shall credit the amount of such over-payment against Lessee's future payments.If Lessee's payments during such year were less than Lessee's Share,Lessee shall pay to Lessor the amount of the deficiency within 10 days aŌer delivery by Lessor to Lessee of the statement. (e)Common Area OperaƟng Expenses shall not include any expenses paid by any tenant directly to third parƟes,or as to which Lessor is otherwise reimbursed by any third party,other tenant,or insurance proceeds. 4.3 Payment.Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States,without offset or deducƟon (except as specifically permiƩed in this Lease),on or before the day on which it is due.All monetary amounts shall be rounded to the nearest whole dollar.In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not consƟtute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease.Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month.Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from Ɵme to Ɵme designate in wriƟng.Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent,regardless of Lessor's endorsement of any check so staƟng.In the event that any check,draŌ,or other instrument of payment given by Lessee to Lessor is dishonored for any reason,Lessee agrees to pay to Lessor the sum of $in addiƟon to any Late Charge and Lessor,at its opƟon,may require all future Rent be paid by cashier's check.Payments will be applied first to accrued late charges and aƩorney's fees,second to accrued interest,then to Base Rent and Common Area OperaƟng Expenses,and any remaining amount to any other outstanding charges or costs. 5.Security Deposit.Lessee shall deposit with Lessor upon execuƟon hereof the Security Deposit as security for Lessee's faithful performance of its obligaƟons under this Lease.If Lessee fails to pay Rent,or otherwise Defaults under this Lease,Lessor may use,apply or retain all or any porƟon of said Security Deposit for the payment of any amount already due Lessor,for Rents which will be due in the future,and/or to reimburse or compensate Lessor for any liability,expense,loss or damage which Lessor may suffer or incur by reason thereof.If Lessor uses or applies all or any porƟon of the Security Deposit,Lessee shall within 10 days aŌer wriƩen request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease.If the Base Rent increases during the term of this Lease,Lessee shall,upon wriƩen request from Lessor,deposit addiƟonal monies with Lessor so that the total amount of the Security Deposit shall at all Ɵmes bear the same proporƟon to the increased Base Rent as the iniƟal Security Deposit bore to the iniƟal Base Rent.Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee,Lessor shall have the right to increase the Security Deposit to the extent necessary,in Lessor's reasonable judgment,to account for any increased wear and tear that the Premises may suffer as a result thereof.If a change in control of Lessee occurs during this Lease and following such change the financial condiƟon of Lessee is,in Lessor's reasonable judgment,significantly reduced,Lessee shall deposit such addiƟonal monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condiƟon.Lessor shall not be required to keep the Security Deposit separate from its general accounts.Within 90 days aŌer the expiraƟon or terminaƟon of this Lease,Lessor shall return that porƟon of the Security Deposit not used or applied by Lessor.Lessor shall upon wriƩen request provide Lessee with an accounƟng showing how that porƟon of the Security Deposit that was not returned was applied.No part of the Security Deposit shall be considered to be held in trust,to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease.THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH'S RENT. 6.Use. 6.1 Use.Lessee shall use and occupy the Premises only for the Agreed Use,or any other legal use which is reasonably comparable thereto,and for no other DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 5 of 17 purpose.Lessee shall not use or permit the use of the Premises in a manner that is unlawful,creates damage,waste or a nuisance,or that disturbs occupants of or causes damage to neighboring premises or properƟes.Other than guide,signal and seeing eye dogs,Lessee shall not keep or allow in the Premises any pets,animals, birds,fish,or repƟles.Lessor shall not unreasonably withhold or delay its consent to any wriƩen request for a modificaƟon of the Agreed Use,so long as the same will not impair the structural integrity of the Building or the mechanical or electrical systems therein,and/or is not significantly more burdensome to the Project.If Lessor elects to withhold consent,Lessor shall within 7 days aŌer such request give wriƩen noƟficaƟon of same,which noƟce shall include an explanaƟon of Lessor's objecƟons to the change in the Agreed Use. 6.2 Hazardous Substances. (a)Reportable Uses Require Consent.The term "Hazardous Substance"as used in this Lease shall mean any product,substance,or waste whose presence,use,manufacture,disposal,transportaƟon,or release,either by itself or in combinaƟon with other materials expected to be on the Premises,is either:(i) potenƟally injurious to the public health,safety or welfare,the environment or the Premises,(ii)regulated or monitored by any governmental authority,or (iii)a basis for potenƟal liability of Lessor to any governmental agency or third party under any applicable statute or common law theory.Hazardous Substances shall include,but not be limited to,hydrocarbons,petroleum,gasoline,and/or crude oil or any products,by-products or fracƟons thereof.Lessee shall not engage in any acƟvity in or on the Premises which consƟtutes a Reportable Use of Hazardous Substances without the express prior wriƩen consent of Lessor and Ɵmely compliance (at Lessee's expense)with all Applicable Requirements."Reportable Use"shall mean (i)the installaƟon or use of any above or below ground storage tank,(ii)the generaƟon, possession,storage,use,transportaƟon,or disposal of a Hazardous Substance that requires a permit from,or with respect to which a report,noƟce,registraƟon or business plan is required to be filed with,any governmental authority,and/or (iii)the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a noƟce be given to persons entering or occupying the Premises or neighboring properƟes.Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use,ordinary office supplies (copier toner, liquid paper,glue,etc.)and common household cleaning materials,so long as such use is in compliance with all Applicable Requirements,is not a Reportable Use,and does not expose the Premises or neighboring property to any meaningful risk of contaminaƟon or damage or expose Lessor to any liability therefor.In addiƟon, Lessor may condiƟon its consent to any Reportable Use upon receiving such addiƟonal assurances as Lessor reasonably deems necessary to protect itself,the public, the Premises and/or the environment against damage,contaminaƟon,injury and/or liability,including,but not limited to,the installaƟon (and removal on or before Lease expiraƟon or terminaƟon)of protecƟve modificaƟons (such as concrete encasements)and/or increasing the Security Deposit. (b)Duty to Inform Lessor.If Lessee knows,or has reasonable cause to believe,that a Hazardous Substance has come to be located in,on,under or about the Premises,other than as previously consented to by Lessor,Lessee shall immediately give wriƩen noƟce of such fact to Lessor,and provide Lessor with a copy of any report,noƟce,claim or other documentaƟon which it has concerning the presence of such Hazardous Substance. (c)Lessee RemediaƟon.Lessee shall not cause or permit any Hazardous Substance to be spilled or released in,on,under,or about the Premises (including through the plumbing or sanitary sewer system)and shall promptly,at Lessee's expense,comply with all Applicable Requirements and take all invesƟgatory and/or remedial acƟon reasonably recommended,whether or not formally ordered or required,for the cleanup of any contaminaƟon of,and for the maintenance, security and/or monitoring of the Premises or neighboring properƟes,that was caused or materially contributed to by Lessee,or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease,by or for Lessee,or any third party. (d)Lessee IndemnificaƟon.Lessee shall indemnify,defend and hold Lessor,its agents,employees,lenders and ground lessor,if any,harmless from and against any and all loss of rents and/or damages,liabiliƟes,judgments,claims,expenses,penalƟes,and aƩorneys'and consultants'fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee,or any third party (provided,however,that Lessee shall have no liability under this Lease with respect to underground migraƟon of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee).Lessee's obligaƟons shall include,but not be limited to,the effects of any contaminaƟon or injury to person,property or the environment created or suffered by Lessee,and the cost of invesƟgaƟon,removal,remediaƟon,restoraƟon and/or abatement,and shall survive the expiraƟon or terminaƟon of this Lease.No terminaƟon, cancellaƟon or release agreement entered into by Lessor and Lessee shall release Lessee from its obligaƟons under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in wriƟng at the Ɵme of such agreement. (e)Lessor IndemnificaƟon.Except as otherwise provided in paragraph 8.7,Lessor and its successors and assigns shall indemnify,defend,reimburse and hold Lessee,its employees and lenders,harmless from and against any and all environmental damages,including the cost of remediaƟon,which are suffered as a direct result of Hazardous Substances on the Premises prior to Lessee taking possession or which are caused by the gross negligence or willful misconduct of Lessor,its agents or employees.Lessor's obligaƟons,as and when required by the Applicable Requirements,shall include,but not be limited to,the cost of invesƟgaƟon, removal,remediaƟon,restoraƟon and/or abatement,and shall survive the expiraƟon or terminaƟon of this Lease. (f)InvesƟgaƟons and RemediaƟons.Lessor shall retain the responsibility and pay for any invesƟgaƟons or remediaƟon measures required by governmental enƟƟes having jurisdicƟon with respect to the existence of Hazardous Substances on the Premises prior to the Lessee taking possession,unless such remediaƟon measure is required as a result of Lessee's use (including "AlteraƟons",as defined in paragraph 7.3(a)below)of the Premises,in which event Lessee shall be responsible for such payment.Lessee shall cooperate fully in any such acƟviƟes at the request of Lessor,including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable Ɵmes in order to carry out Lessor's invesƟgaƟve and remedial responsibiliƟes. (g)Lessor TerminaƟon OpƟon.If a Hazardous Substance CondiƟon (see Paragraph 9.1(e))occurs during the term of this Lease,unless Lessee is legally responsible therefor (in which case Lessee shall make the invesƟgaƟon and remediaƟon thereof required by the Applicable Requirements and this Lease shall conƟnue in full force and effect,but subject to Lessor's rights under Paragraph 6.2(d)and Paragraph 13),Lessor may,at Lessor's opƟon,either (i)invesƟgate and remediate such Hazardous Substance CondiƟon,if required,as soon as reasonably possible at Lessor's expense,in which event this Lease shall conƟnue in full force and effect,or (ii)if the esƟmated cost to remediate such condiƟon exceeds 12 Ɵmes the then monthly Base Rent or whichever is greater,give wriƩen noƟce to Lessee,within 30 days aŌer receipt by Lessor of knowledge of the occurrence of such Hazardous Substance CondiƟon,of Lessor's desire to terminate this Lease as of the date 60 days following the date of such noƟce.In the event Lessor elects to give a terminaƟon noƟce,Lessee may,within 10 days thereaŌer,give wriƩen noƟce to Lessor of Lessee's commitment to pay the amount by which the cost of the remediaƟon of such Hazardous Substance CondiƟon exceeds an amount equal to 12 Ɵmes the then monthly Base Rent or whichever is greater.Lessee shall provide Lessor with said funds or saƟsfactory assurance thereof within 30 days following such commitment.In such event,this Lease shall conƟnue in full force and effect,and Lessor shall proceed to make such remediaƟon as soon as reasonably possible aŌer the required funds are available.If Lessee does not give such noƟce and provide the required funds or assurance thereof within the Ɵme provided,this Lease shall terminate as of the date specified in Lessor's noƟce of terminaƟon. 6.3 Lessee's Compliance with Applicable Requirements.Except as otherwise provided in this Lease,Lessee shall,at Lessee's sole expense,fully,diligently and in a Ɵmely manner,materially comply with all Applicable Requirements,the requirements of any applicable fire insurance underwriter or raƟng bureau,and the recommendaƟons of Lessor's engineers and/or consultants which relate in any manner to the Premises,without regard to whether said Applicable Requirements are now in effect or become effecƟve aŌer the Start Date.Lessee shall,within 10 days aŌer receipt of Lessor's wriƩen request,provide Lessor with copies of all permits and other documents,and other informaƟon evidencing Lessee's compliance with any Applicable Requirements specified by Lessor,and shall immediately upon receipt,noƟfy Lessor in wriƟng (with copies of any documents involved)of any threatened or actual claim,noƟce,citaƟon,warning,complaint or report pertaining to DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 6 of 17 or involving the failure of Lessee or the Premises to comply with any Applicable Requirements.Likewise,Lessee shall immediately give wriƩen noƟce to Lessor of:(i) any water damage to the Premises and any suspected seepage,pooling,dampness or other condiƟon conducive to the producƟon of mold;or (ii)any musƟness or other odors that might indicate the presence of mold in the Premises. 6.4 InspecƟon;Compliance.Lessor and Lessor's "Lender"(as defined in Paragraph 30)and consultants authorized by Lessor shall have the right to enter into Premises at any Ɵme,in the case of an emergency,and otherwise at reasonable Ɵmes aŌer reasonable noƟce,for the purpose of inspecƟng and/or tesƟng the condiƟon of the Premises and/or for verifying compliance by Lessee with this Lease.The cost of any such inspecƟons shall be paid by Lessor,unless a violaƟon of Applicable Requirements,or a Hazardous Substance CondiƟon (see Paragraph 9.1)is found to exist or be imminent,or the inspecƟon is requested or ordered by a governmental authority.In such case,Lessee shall upon request reimburse Lessor for the cost of such inspecƟon,so long as such inspecƟon is reasonably related to the violaƟon or contaminaƟon.In addiƟon,Lessee shall provide copies of all relevant material safety data sheets (MSDS)to Lessor within 10 days of the receipt of wriƩen request therefor.Lessee acknowledges that any failure on its part to allow such inspecƟons or tesƟng will expose Lessor to risks and potenƟally cause Lessor to incur costs not contemplated by this Lease,the extent of which will be extremely difficult to ascertain.Accordingly,should the Lessee fail to allow such inspecƟons and/or tesƟng in a Ɵmely fashion the Base Rent shall be automaƟcally increased,without any requirement for noƟce to Lessee,by an amount equal to 10%of the then exisƟng Base Rent or $100,whichever is greater for the remainder to the Lease.The ParƟes agree that such increase in Base Rent represents fair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor will incur by reason of Lessee's failure to allow such inspecƟon and/or tesƟng.Such increase in Base Rent shall in no event consƟtute a waiver of Lessee's Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remedies granted hereunder. 7.Maintenance;Repairs;UƟlity InstallaƟons;Trade Fixtures and AlteraƟons. 7.1 Lessee's ObligaƟons. (a)In General.Subject to the provisions of Paragraph 2.2 (CondiƟon),2.3 (Compliance),6.3 (Lessee's Compliance with Applicable Requirements),7.2 (Lessor's ObligaƟons),9 (Damage or DestrucƟon),and 14 (CondemnaƟon),Lessee shall,at Lessee's sole expense,keep the Premises,UƟlity InstallaƟons (intended for Lessee's exclusive use,no maƩer where located),and AlteraƟons in good order,condiƟon and repair (whether or not the porƟon of the Premises requiring repairs,or the means of repairing the same,are reasonably or readily accessible to Lessee,and whether or not the need for such repairs occurs as a result of Lessee's use,any prior use,the elements or the age of such porƟon of the Premises),including,but not limited to,all equipment or faciliƟes,such as plumbing,HVAC equipment, electrical,lighƟng faciliƟes,boilers,pressure vessels,fixtures,interior walls,interior surfaces of exterior walls,ceilings,floors,windows,doors,plate glass,and skylights but excluding any items which are the responsibility of Lessor pursuant to Paragraph 7.2.Lessee,in keeping the Premises in good order,condiƟon and repair, shall exercise and perform good maintenance pracƟces,specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below.Lessee's obligaƟons shall include restoraƟons,replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order,condiƟon and state of repair. (b)Service Contracts.Lessee shall,at Lessee's sole expense,procure and maintain contracts,with copies to Lessor,in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements,if any,if and when installed on the Premises:(i) HVAC equipment,(ii)boiler and pressure vessels,and (iii)clarifiers.However,Lessor reserves the right,upon noƟce to Lessee,to procure and maintain any or all of such service contracts,and Lessee shall reimburse Lessor,upon demand,for the cost thereof. (c)Failure to Perform.If Lessee fails to perform Lessee's obligaƟons under this Paragraph 7.1,Lessor may enter upon the Premises aŌer 10 days'prior wriƩen noƟce to Lessee (except in the case of an emergency,in which case no noƟce shall be required),perform such obligaƟons on Lessee's behalf,and put the Premises in good order,condiƟon and repair,and Lessee shall promptly pay to Lessor a sum equal to 115%of the cost thereof. (d)Replacement.Subject to Lessee's indemnificaƟon of Lessor as set forth in Paragraph 8.7 below,and without relieving Lessee of liability resulƟng from Lessee's failure to exercise and perform good maintenance pracƟces,if an item described in Paragraph 7.1(b)cannot be repaired other than at a cost which is in excess of 50%of the cost of replacing such item,then such item shall be replaced by Lessor,and the cost thereof shall be prorated between the ParƟes and Lessee shall only be obligated to pay,each month during the remainder of the term of this Lease or any extension thereof,on the date on which Base Rent is due,an amount equal to the product of mulƟplying the cost of such replacement by a fracƟon,the numerator of which is one,and the denominator of which is 144 (ie.1/144th of the cost per month).Lessee shall pay Interest on the unamorƟzed balance but may prepay its obligaƟon at any Ɵme. 7.2 Lessor's ObligaƟons.Subject to the provisions of Paragraphs 2.2 (CondiƟon),2.3 (Compliance),4.2 (Common Area OperaƟng Expenses),6 (Use),7.1 (Lessee's ObligaƟons),9 (Damage or DestrucƟon)and 14 (CondemnaƟon),Lessor,subject to reimbursement pursuant to Paragraph 4.2,shall keep in good order, condiƟon and repair the foundaƟons,exterior walls,structural condiƟon of interior bearing walls,exterior roof,fire sprinkler system,Common Area fire alarm and/or smoke detecƟon systems,fire hydrants,parking lots,walkways,parkways,driveways,landscaping,fences,signs and uƟlity systems serving the Common Areas and all parts thereof,as well as providing the services for which there is a Common Area OperaƟng Expense pursuant to Paragraph 4.2.Lessor shall not be obligated to paint the exterior or interior surfaces of exterior walls nor shall Lessor be obligated to maintain,repair or replace windows,doors or plate glass of the Premises. 7.3 UƟlity InstallaƟons;Trade Fixtures;AlteraƟons. (a)DefiniƟons.The term "UƟlity InstallaƟons"refers to all floor and window coverings,air and/or vacuum lines,power panels,electrical distribuƟon, security and fire protecƟon systems,communicaƟon cabling,lighƟng fixtures,HVAC equipment,plumbing,and fencing in or on the Premises.The term "Trade Fixtures"shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises.The term "AlteraƟons"shall mean any modificaƟon of the improvements,other than UƟlity InstallaƟons or Trade Fixtures,whether by addiƟon or deleƟon."Lessee Owned AlteraƟons and/or UƟlity InstallaƟons"are defined as AlteraƟons and/or UƟlity InstallaƟons made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). (b)Consent.Lessee shall not make any AlteraƟons or UƟlity InstallaƟons to the Premises without Lessor's prior wriƩen consent.Lessee may,however, make non-structural AlteraƟons or UƟlity InstallaƟons to the interior of the Premises (excluding the roof)without such consent but upon noƟce to Lessor,as long as they are not visible from the outside,do not involve puncturing,relocaƟng or removing the roof or any exisƟng walls,will not affect the electrical,plumbing,HVAC, and/or life safety systems,do not trigger the requirement for addiƟonal modificaƟons and/or improvements to the Premises resulƟng from Applicable Requirements, such as compliance with Title 24,and/or life safety systems,and the cumulaƟve cost thereof during this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum equal to one month's Base Rent in any one year.Notwithstanding the foregoing,Lessee shall not make or permit any roof penetraƟons and/or install anything on the roof without the prior wriƩen approval of Lessor.Lessor may,as a precondiƟon to granƟng such approval,require Lessee to uƟlize a contractor chosen and/or approved by Lessor.Any AlteraƟons or UƟlity InstallaƟons that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in wriƩen form with detailed plans.Consent shall be deemed condiƟoned upon Lessee's:(i)acquiring all applicable governmental permits,(ii)furnishing Lessor with copies of both the permits and the plans and specificaƟons prior to commencement of the work,and (iii)compliance with all condiƟons of said permits and other Applicable Requirements in a prompt and expediƟous manner.Any AlteraƟons or UƟlity InstallaƟons shall be performed in a workmanlike manner with good and sufficient materials.Lessee shall promptly upon compleƟon furnish Lessor with as-built plans and specificaƟons.For work which costs an amount in excess of one month's Base Rent,Lessor may condiƟon its consent upon Lessee providing a lien and compleƟon bond in an amount equal to 150% of the esƟmated cost of such AlteraƟon or UƟlity InstallaƟon and/or upon Lessee's posƟng an addiƟonal Security Deposit with Lessor. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 7 of 17 (c)Liens;Bonds.Lessee shall pay,when due,all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises,which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein.Lessee shall give Lessor not less than 10 days noƟce prior to the commencement of any work in,on or about the Premises,and Lessor shall have the right to post noƟces of non-responsibility.If Lessee shall contest the validity of any such lien,claim or demand,then Lessee shall,at its sole expense defend and protect itself,Lessor and the Premises against the same and shall pay and saƟsfy any such adverse judgment that may be rendered thereon before the enforcement thereof.If Lessor shall require,Lessee shall furnish a surety bond in an amount equal to 150%of the amount of such contested lien,claim or demand,indemnifying Lessor against liability for the same.If Lessor elects to parƟcipate in any such acƟon,Lessee shall pay Lessor's aƩorneys'fees and costs. 7.4 Ownership;Removal;Surrender;and RestoraƟon. (a)Ownership.Subject to Lessor's right to require removal or elect ownership as hereinaŌer provided,all AlteraƟons and UƟlity InstallaƟons made by Lessee shall be the property of Lessee,but considered a part of the Premises.Lessor may,at any Ɵme,elect in wriƟng to be the owner of all or any specified part of the Lessee Owned AlteraƟons and UƟlity InstallaƟons.Unless otherwise instructed per paragraph 7.4(b)hereof,all Lessee Owned AlteraƟons and UƟlity InstallaƟons shall,at the expiraƟon or terminaƟon of this Lease,become the property of Lessor and be surrendered by Lessee with the Premises. (b)Removal.By delivery to Lessee of wriƩen noƟce from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned AlteraƟons or UƟlity InstallaƟons be removed by the expiraƟon or terminaƟon of this Lease.Lessor may require the removal at any Ɵme of all or any part of any Lessee Owned AlteraƟons or UƟlity InstallaƟons made without the required consent. (c)Surrender;RestoraƟon.Lessee shall surrender the Premises by the ExpiraƟon Date or any earlier terminaƟon date,with all of the improvements, parts and surfaces thereof broom clean and free of debris,and in good operaƟng order,condiƟon and state of repair,ordinary wear and tear excepted."Ordinary wear and tear"shall not include any damage or deterioraƟon that would have been prevented by good maintenance pracƟce.Notwithstanding the foregoing and the provisions of Paragraph 7.1(a),if the Lessee occupies the Premises for 12 months or less,then Lessee shall surrender the Premises in the same condiƟon as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear.Lessee shall repair any damage occasioned by the installaƟon,maintenance or removal of Trade Fixtures,Lessee owned AlteraƟons and/or UƟlity InstallaƟons,furnishings,and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee,or any third party (except Hazardous Substances which were deposited via underground migraƟon from areas outside of the Project)to the level specified in Applicable Requirements.Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee.Any personal property of Lessee not removed on or before the ExpiraƟon Date or any earlier terminaƟon date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire.The failure by Lessee to Ɵmely vacate the Premises pursuant to this Paragraph 7.4(c)without the express wriƩen consent of Lessor shall consƟtute a holdover under the provisions of Paragraph 26 below. 8.Insurance;Indemnity. 8.1 Payment of Premiums.The cost of the premiums for the insurance policies required to be carried by Lessor,pursuant to Paragraphs 8.2(b),8.3(a)and 8.3(b),shall be a Common Area OperaƟng Expense.Premiums for policy periods commencing prior to,or extending beyond,the term of this Lease shall be prorated to coincide with the corresponding Start Date or ExpiraƟon Date. 8.2 Liability Insurance. (a)Carried by Lessee.Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecƟng Lessee and Lessor as an addiƟonal insured against claims for bodily injury,personal injury and property damage based upon or arising out of the ownership,use,occupancy or maintenance of the Premises and all areas appurtenant thereto.Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000.Lessee shall add Lessor as an addiƟonal insured by means of an endorsement at least as broad as the Insurance Service OrganizaƟon's "AddiƟonal Insured-Managers or Lessors of Premises"Endorsement.The policy shall not contain any intra-insured exclusions as between insured persons or organizaƟons,but shall include coverage for liability assumed under this Lease as an "insured contract"for the performance of Lessee's indemnity obligaƟons under this Lease.The limits of said insurance shall not,however,limit the liability of Lessee nor relieve Lessee of any obligaƟon hereunder. Lessee shall provide an endorsement on its liability policy(ies)which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor,whose insurance shall be considered excess insurance only. (b)Carried by Lessor.Lessor shall maintain liability insurance as described in Paragraph 8.2(a),in addiƟon to,and not in lieu of,the insurance required to be maintained by Lessee.Lessee shall not be named as an addiƟonal insured therein. 8.3 Property Insurance -Building,Improvements and Rental Value. (a)Building and Improvements.Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor,with loss payable to Lessor, any ground-lessor,and to any Lender insuring loss or damage to the Premises.The amount of such insurance shall be equal to the full insurable replacement cost of the Premises,as the same shall exist from Ɵme to Ɵme,or the amount required by any Lender,but in no event more than the commercially reasonable and available insurable value thereof.Lessee Owned AlteraƟons and UƟlity InstallaƟons,Trade Fixtures,and Lessee's personal property shall be insured by Lessee not by Lessor.If the coverage is available and commercially appropriate,such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender),including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demoliƟon,reconstrucƟon or replacement of any porƟon of the Premises as the result of a covered loss.Said policy or policies shall also contain an agreed valuaƟon provision in lieu of any coinsurance clause,waiver of subrogaƟon,and inflaƟon guard protecƟon causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S.Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located.If such insurance coverage has a deducƟble clause,the deducƟble amount shall not exceed $5,000 per occurrence. (b)Rental Value.Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender,insuring the loss of the full Rent for one year with an extended period of indemnity for an addiƟonal 180 days ("Rental Value insurance").Said insurance shall contain an agreed valuaƟon provision in lieu of any coinsurance clause,and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee,for the next 12 month period. (c)Adjacent Premises.Lessee shall pay for any increase in the premiums for the property insurance of the Building and for the Common Areas or other buildings in the Project if said increase is caused by Lessee's acts,omissions,use or occupancy of the Premises. (d)Lessee's Improvements.Since Lessor is the Insuring Party,Lessor shall not be required to insure Lessee Owned AlteraƟons and UƟlity InstallaƟons unless the item in quesƟon has become the property of Lessor under the terms of this Lease. 8.4 Lessee's Property;Business InterrupƟon Insurance;Worker's CompensaƟon Insurance. (a)Property Damage.Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property,Trade Fixtures,and Lessee Owned AlteraƟons and UƟlity InstallaƟons.Such insurance shall be full replacement cost coverage with a deducƟble of not to exceed $1,000 per occurrence.The proceeds from any such insurance shall be used by Lessee for the replacement of personal property,Trade Fixtures and Lessee Owned AlteraƟons and UƟlity InstallaƟons. (b)Business InterrupƟon.Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 8 of 17 indirect loss of earnings aƩributable to all perils commonly insured against by prudent lessees in the business of Lessee or aƩributable to prevenƟon of access to the Premises as a result of such perils. (c)Worker's CompensaƟon Insurance.Lessee shall obtain and maintain Worker's CompensaƟon Insurance in such amount as may be required by Applicable Requirements.Such policy shall include a 'Waiver of SubrogaƟon'endorsement.Lessee shall provide Lessor with a copy of such endorsement along with the cerƟficate of insurance or copy of the policy required by paragraph 8.5. (d)No RepresentaƟon of Adequate Coverage.Lessor makes no representaƟon that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee's property,business operaƟons or obligaƟons under this Lease. 8.5 Insurance Policies.Insurance required herein shall be by companies maintaining during the policy term a "General Policyholders RaƟng"of at least A-,VII, as set forth in the most current issue of "Best's Insurance Guide",or such other raƟng as may be required by a Lender.Lessee shall not do or permit to be done anything which invalidates the required insurance policies.Lessee shall,prior to the Start Date,deliver to Lessor cerƟfied copies of policies of such insurance or cerƟficates with copies of the required endorsements evidencing the existence and amounts of the required insurance.No such policy shall be cancelable or subject to modificaƟon except aŌer 30 days prior wriƩen noƟce to Lessor.Lessee shall,at least 10 days prior to the expiraƟon of such policies,furnish Lessor with evidence of renewals or "insurance binders"evidencing renewal thereof,or Lessor may increase his liability insurance coverage and charge the cost thereof to Lessee,which amount shall be payable by Lessee to Lessor upon demand.Such policies shall be for a term of at least one year,or the length of the remaining term of this Lease, whichever is less.If either Party shall fail to procure and maintain the insurance required to be carried by it,the other Party may,but shall not be required to,procure and maintain the same. 8.6 Waiver of SubrogaƟon.Without affecƟng any other rights or remedies,Lessee and Lessor each hereby release and relieve the other,and waive their enƟre right to recover damages against the other,for loss of or damage to its property arising out of or incident to the perils required to be insured against herein.The effect of such releases and waivers is not limited by the amount of insurance carried or required,or by any deducƟbles applicable hereto.The ParƟes agree to have their respecƟve property damage insurance carriers waive any right to subrogaƟon that such companies may have against Lessor or Lessee,as the case may be,so long as the insurance is not invalidated thereby. 8.7 Indemnity.Except for Lessor's gross negligence or willful misconduct,Lessee shall indemnify,protect,defend and hold harmless the Premises,Lessor and its agents,Lessor's master or ground lessor,partners and Lenders,from and against any and all claims,loss of rents and/or damages,liens,judgments,penalƟes, aƩorneys'and consultants'fees,expenses and/or liabiliƟes arising out of,involving,or in connecƟon with,a Breach of the Lease by Lessee and/or the use and/or occupancy of the Premises and/or Project by Lessee and/or by Lessee's employees,contractors or invitees .If any acƟon or proceeding is brought against Lessor by reason of any of the foregoing maƩers,Lessee shall upon noƟce defend the same at Lessee's expense by counsel reasonably saƟsfactory to Lessor and Lessor shall cooperate with Lessee in such defense.Lessor need not have first paid any such claim in order to be defended or indemnified. 8.8 ExempƟon of Lessor and its Agents from Liability.Notwithstanding the negligence or breach of this Lease by Lessor or its agents,neither Lessor nor its agents shall be liable under any circumstances for:(i)injury or damage to the person or goods,wares,merchandise or other property of Lessee,Lessee's employees, contractors,invitees,customers,or any other person in or about the Premises,whether such damage or injury is caused by or results from fire,steam,electricity,gas, water or rain,indoor air quality,the presence of mold or from the breakage,leakage,obstrucƟon or other defects of pipes,fire sprinklers,wires,appliances,plumbing, HVAC or lighƟng fixtures,or from any other cause,whether the said injury or damage results from condiƟons arising upon the Premises or upon other porƟons of the Building,or from other sources or places,(ii)any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project,or (iii)injury to Lessee's business or for any loss of income or profit therefrom.Instead,it is intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies)that Lessee is required to maintain pursuant to the provisions of paragraph 8. 8.9 Failure to Provide Insurance.Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potenƟally cause Lessor to incur costs not contemplated by this Lease,the extent of which will be extremely difficult to ascertain.Accordingly,for any month or porƟon thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or cerƟficates evidencing the existence of the required insurance,the Base Rent shall be automaƟcally increased,without any requirement for noƟce to Lessee,by an amount equal to 10%of the then exisƟng Base Rent or $100,whichever is greater.The parƟes agree that such increase in Base Rent represents fair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor will incur by reason of Lessee's failure to maintain the required insurance.Such increase in Base Rent shall in no event consƟtute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance,prevent the exercise of any of the other rights and remedies granted hereunder,nor relieve Lessee of its obligaƟon to maintain the insurance specified in this Lease. 9.Damage or DestrucƟon. 9.1 DefiniƟons. (a)"Premises ParƟal Damage"shall mean damage or destrucƟon to the improvements on the Premises,other than Lessee Owned AlteraƟons and UƟlity InstallaƟons,which can reasonably be repaired in 3 months or less from the date of the damage or destrucƟon,and the cost thereof does not exceed a sum equal to 6 month's Base Rent.Lessor shall noƟfy Lessee in wriƟng within 30 days from the date of the damage or destrucƟon as to whether or not the damage is ParƟal or Total. (b)"Premises Total DestrucƟon"shall mean damage or destrucƟon to the improvements on the Premises,other than Lessee Owned AlteraƟons and UƟlity InstallaƟons and Trade Fixtures,which cannot reasonably be repaired in 3 months or less from the date of the damage or destrucƟon and/or the cost thereof exceeds a sum equal to 6 month's Base Rent.Lessor shall noƟfy Lessee in wriƟng within 30 days from the date of the damage or destrucƟon as to whether or not the damage is ParƟal or Total. (c)"Insured Loss"shall mean damage or destrucƟon to improvements on the Premises,other than Lessee Owned AlteraƟons and UƟlity InstallaƟons and Trade Fixtures,which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a),irrespecƟve of any deducƟble amounts or coverage limits involved. (d)"Replacement Cost"shall mean the cost to repair or rebuild the improvements owned by Lessor at the Ɵme of the occurrence to their condiƟon exisƟng immediately prior thereto,including demoliƟon,debris removal and upgrading required by the operaƟon of Applicable Requirements,and without deducƟon for depreciaƟon. (e)"Hazardous Substance CondiƟon"shall mean the occurrence or discovery of a condiƟon involving the presence of,or a contaminaƟon by,a Hazardous Substance,in,on,or under the Premises which requires restoraƟon. 9.2 ParƟal Damage -Insured Loss.If a Premises ParƟal Damage that is an Insured Loss occurs,then Lessor shall,at Lessor's expense,repair such damage (but not Lessee's Trade Fixtures or Lessee Owned AlteraƟons and UƟlity InstallaƟons)as soon as reasonably possible and this Lease shall conƟnue in full force and effect; provided,however,that Lessee shall,at Lessor's elecƟon,make the repair of any damage or destrucƟon the total cost to repair of which is $10,000 or less,and,in such event,Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose.Notwithstanding the foregoing,if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair,the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said repairs.In the event,however,such shortage was due to the fact that,by reason of the unique nature of the improvements,full DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 9 of 17 replacement cost insurance coverage was not commercially reasonable and available,Lessor shall have no obligaƟon to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same,or adequate assurance thereof,within 10 days following receipt of wriƩen noƟce of such shortage and request therefor.If Lessor receives said funds or adequate assurance thereof within said 10 day period,the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect.If such funds or assurance are not received,Lessor may nevertheless elect by wriƩen noƟce to Lessee within 10 days thereaŌer to:(i)make such restoraƟon and repair as is commercially reasonable with Lessor paying any shortage in proceeds,in which case this Lease shall remain in full force and effect,or (ii)have this Lease terminate 30 days thereaŌer.Lessee shall not be enƟtled to reimbursement of any funds contributed by Lessee to repair any such damage or destrucƟon.Premises ParƟal Damage due to flood or earthquake shall be subject to Paragraph 9.3,notwithstanding that there may be some insurance coverage,but the net proceeds of any such insurance shall be made available for the repairs if made by either Party. 9.3 ParƟal Damage -Uninsured Loss.If a Premises ParƟal Damage that is not an Insured Loss occurs,unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense),Lessor may either:(i)repair such damage as soon as reasonably possible at Lessor's expense (subject to reimbursement pursuant to Paragraph 4.2),in which event this Lease shall conƟnue in full force and effect,or (ii)terminate this Lease by giving wriƩen noƟce to Lessee within 30 days aŌer receipt by Lessor of knowledge of the occurrence of such damage.Such terminaƟon shall be effecƟve 60 days following the date of such noƟce.In the event Lessor elects to terminate this Lease,Lessee shall have the right within 10 days aŌer receipt of the terminaƟon noƟce to give wriƩen noƟce to Lessor of Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor.Lessee shall provide Lessor with said funds or saƟsfactory assurance thereof within 30 days aŌer making such commitment.In such event this Lease shall conƟnue in full force and effect,and Lessor shall proceed to make such repairs as soon as reasonably possible aŌer the required funds are available.If Lessee does not make the required commitment,this Lease shall terminate as of the date specified in the terminaƟon noƟce. 9.4 Total DestrucƟon.Notwithstanding any other provision hereof,if a Premises Total DestrucƟon occurs,this Lease shall terminate 60 days following such DestrucƟon.If the damage or destrucƟon was caused by the gross negligence or willful misconduct of Lessee,Lessor shall have the right to recover Lessor's damages from Lessee,except as provided in Paragraph 8.6. 9.5 Damage Near End of Term.If at any Ɵme during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent,whether or not an Insured Loss,Lessor may terminate this Lease effecƟve 60 days following the date of occurrence of such damage by giving a wriƩen terminaƟon noƟce to Lessee within 30 days aŌer the date of occurrence of such damage.Notwithstanding the foregoing,if Lessee at that Ɵme has an exercisable opƟon to extend this Lease or to purchase the Premises,then Lessee may preserve this Lease by,(a)exercising such opƟon and (b)providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof)needed to make the repairs on or before the earlier of (i)the date which is 10 days aŌer Lessee's receipt of Lessor's wriƩen noƟce purporƟng to terminate this Lease,or (ii)the day prior to the date upon which such opƟon expires.If Lessee duly exercises such opƟon during such period and provides Lessor with funds (or adequate assurance thereof)to cover any shortage in insurance proceeds,Lessor shall,at Lessor's commercially reasonable expense,repair such damage as soon as reasonably possible and this Lease shall conƟnue in full force and effect.If Lessee fails to exercise such opƟon and provide such funds or assurance during such period,then this Lease shall terminate on the date specified in the terminaƟon noƟce and Lessee's opƟon shall be exƟnguished. 9.6 Abatement of Rent;Lessee's Remedies. (a)Abatement.In the event of Premises ParƟal Damage or Premises Total DestrucƟon or a Hazardous Substance CondiƟon for which Lessee is not responsible under this Lease,the Rent payable by Lessee for the period required for the repair,remediaƟon or restoraƟon of such damage shall be abated in proporƟon to the degree to which Lessee's use of the Premises is impaired,but not to exceed the proceeds received from the Rental Value insurance.All other obligaƟons of Lessee hereunder shall be performed by Lessee,and Lessor shall have no liability for any such damage,destrucƟon,remediaƟon,repair or restoraƟon except as provided herein. (b)Remedies.If Lessor is obligated to repair or restore the Premises and does not commence,in a substanƟal and meaningful way,such repair or restoraƟon within 90 days aŌer such obligaƟon shall accrue,Lessee may,at any Ɵme prior to the commencement of such repair or restoraƟon,give wriƩen noƟce to Lessor and to any Lenders of which Lessee has actual noƟce,of Lessee's elecƟon to terminate this Lease on a date not less than 60 days following the giving of such noƟce.If Lessee gives such noƟce and such repair or restoraƟon is not commenced within 30 days thereaŌer,this Lease shall terminate as of the date specified in said noƟce.If the repair or restoraƟon is commenced within such 30 days,this Lease shall conƟnue in full force and effect."Commence"shall mean either the uncondiƟonal authorizaƟon of the preparaƟon of the required plans,or the beginning of the actual work on the Premises,whichever first occurs. 9.7 TerminaƟon;Advance Payments.Upon terminaƟon of this Lease pursuant to Paragraph 6.2(g)or Paragraph 9,an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor.Lessor shall,in addiƟon,return to Lessee so much of Lessee's Security Deposit as has not been,or is not then required to be,used by Lessor. 10.Real Property Taxes. 10.1 DefiniƟon.As used herein,the term "Real Property Taxes"shall include any form of assessment;real estate,general,special,ordinary or extraordinary,or rental levy or tax (other than inheritance,personal income or estate taxes);improvement bond;and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Project,Lessor's right to other income therefrom,and/or Lessor's business of leasing,by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Project address.The term "Real Property Taxes"shall also include any tax,fee,levy,assessment or charge,or any increase therein:(i)imposed by reason of events occurring during the term of this Lease,including but not limited to,a change in the ownership of the Project,(ii)a change in the improvements thereon,and/or (iii)levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. In calculaƟng Real Property Taxes for any calendar year,the Real Property Taxes for any real estate tax year shall be included in the calculaƟon of Real Property Taxes for such calendar year based upon the number of days which such calendar year and tax year have in common. 10.2 Payment of Taxes.Except as otherwise provided in Paragraph 10.3,Lessor shall pay the Real Property Taxes applicable to the Project,and said payments shall be included in the calculaƟon of Common Area OperaƟng Expenses in accordance with the provisions of Paragraph 4.2. 10.3 AddiƟonal Improvements.Common Area OperaƟng Expenses shall not include Real Property Taxes specified in the tax assessor's records and work sheets as being caused by addiƟonal improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees.Notwithstanding Paragraph 10.2 hereof,Lessee shall,however,pay to Lessor at the Ɵme Common Area OperaƟng Expenses are payable under Paragraph 4.2,the enƟrety of any increase in Real Property Taxes if assessed solely by reason of AlteraƟons,Trade Fixtures or UƟlity InstallaƟons placed upon the Premises by Lessee or at Lessee's request or by reason of any alteraƟons or improvements to the Premises made by Lessor subsequent to the execuƟon of this Lease by the ParƟes. 10.4 Joint Assessment.If the Building is not separately assessed,Real Property Taxes allocated to the Building shall be an equitable proporƟon of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed,such proporƟon to be determined by Lessor from the respecƟve valuaƟons assigned in the assessor's work sheets or such other informaƟon as may be reasonably available.Lessor's reasonable determinaƟon thereof,in good faith, shall be conclusive. 10.5 Personal Property Taxes.Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned AlteraƟons and UƟlity DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 t e; j eJ ~ ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 10 of 17 InstallaƟons,Trade Fixtures,furnishings,equipment and all personal property of Lessee contained in the Premises.When possible,Lessee shall cause its Lessee Owned AlteraƟons and UƟlity InstallaƟons,Trade Fixtures,furnishings,equipment and all other personal property to be assessed and billed separately from the real property of Lessor.If any of Lessee's said property shall be assessed with Lessor's real property,Lessee shall pay Lessor the taxes aƩributable to Lessee's property within 10 days aŌer receipt of a wriƩen statement seƫng forth the taxes applicable to Lessee's property. 11.UƟliƟes and Services.Lessee shall pay for all water,gas,heat,light,power,telephone,trash disposal and other uƟliƟes and services supplied to the Premises, together with any taxes thereon.Notwithstanding the provisions of Paragraph 4.2,if at any Ɵme in Lessor's sole judgment,Lessor determines that Lessee is using a disproporƟonate amount of water,electricity or other commonly metered uƟliƟes,or that Lessee is generaƟng such a large volume of trash as to require an increase in the size of the trash receptacle and/or an increase in the number of Ɵmes per month that it is empƟed,then Lessor may increase Lessee's Base Rent by an amount equal to such increased costs.There shall be no abatement of Rent and Lessor shall not be liable in any respect whatsoever for the inadequacy,stoppage,interrupƟon or disconƟnuance of any uƟlity or service due to riot,strike,labor dispute,breakdown,accident,repair or other cause beyond Lessor's reasonable control or in cooperaƟon with governmental request or direcƟons. Within fiŌeen days of Lessor’s wriƩen request,Lessee agrees to deliver to Lessor such informaƟon,documents and/or authorizaƟon as Lessor needs in order for Lessor to comply with new or exisƟng Applicable Requirements relaƟng to commercial building energy usage,raƟngs,and/or the reporƟng thereof. 12.Assignment and Subleƫng. 12.1 Lessor's Consent Required. (a)Lessee shall not voluntarily or by operaƟon of law assign,transfer,mortgage or encumber (collecƟvely,"assign or assignment")or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior wriƩen consent. (b)Unless Lessee is a corporaƟon and its stock is publicly traded on a naƟonal stock exchange,a change in the control of Lessee shall consƟtute an assignment requiring consent.The transfer,on a cumulaƟve basis,of 25%or more of the voƟng control of Lessee shall consƟtute a change in control for this purpose. (c)The involvement of Lessee or its assets in any transacƟon,or series of transacƟons (by way of merger,sale,acquisiƟon,financing,transfer,leveraged buy-out or otherwise),whether or not a formal assignment or hypothecaƟon of this Lease or Lessee's assets occurs,which results or will result in a reducƟon of the Net Worth of Lessee by an amount greater than 25%of such Net Worth as it was represented at the Ɵme of the execuƟon of this Lease or at the Ɵme of the most recent assignment to which Lessor has consented,or as it exists immediately prior to said transacƟon or transacƟons consƟtuƟng such reducƟon,whichever was or is greater,shall be considered an assignment of this Lease to which Lessor may withhold its consent."Net Worth of Lessee"shall mean the net worth of Lessee (excluding any guarantors)established under generally accepted accounƟng principles. (d)An assignment or subleƫng without consent shall,at Lessor's opƟon,be a Default curable aŌer noƟce per Paragraph 13.1(d),or a noncurable Breach without the necessity of any noƟce and grace period.If Lessor elects to treat such unapproved assignment or subleƫng as a noncurable Breach,Lessor may either:(i) terminate this Lease,or (ii)upon 30 days wriƩen noƟce,increase the monthly Base Rent to 110%of the Base Rent then in effect.Further,in the event of such Breach and rental adjustment,(i)the purchase price of any opƟon to purchase the Premises held by Lessee shall be subject to similar adjustment to 110%of the price previously in effect,and (ii)all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110%of the scheduled adjusted rent. (e)Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injuncƟve relief. (f)Lessor may reasonably withhold consent to a proposed assignment or subleƫng if Lessee is in Default at the Ɵme consent is requested. (g)Notwithstanding the foregoing,allowing a de minimis porƟon of the Premises,ie.20 square feet or less,to be used by a third party vendor in connecƟon with the installaƟon of a vending machine or payphone shall not consƟtute a subleƫng. 12.2 Terms and CondiƟons Applicable to Assignment and Subleƫng. (a)Regardless of Lessor's consent,no assignment or subleƫng shall :(i)be effecƟve without the express wriƩen assumpƟon by such assignee or sublessee of the obligaƟons of Lessee under this Lease,(ii)release Lessee of any obligaƟons hereunder,or (iii)alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligaƟons to be performed by Lessee. (b)Lessor may accept Rent or performance of Lessee's obligaƟons from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall consƟtute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach. (c)Lessor's consent to any assignment or subleƫng shall not consƟtute a consent to any subsequent assignment or subleƫng. (d)In the event of any Default or Breach by Lessee,Lessor may proceed directly against Lessee,any Guarantors or anyone else responsible for the performance of Lessee's obligaƟons under this Lease,including any assignee or sublessee,without first exhausƟng Lessor's remedies against any other person or enƟty responsible therefor to Lessor,or any security held by Lessor. (e)Each request for consent to an assignment or subleƫng shall be in wriƟng,accompanied by informaƟon relevant to Lessor's determinaƟon as to the financial and operaƟonal responsibility and appropriateness of the proposed assignee or sublessee,including but not limited to the intended use and/or required modificaƟon of the Premises,if any,together with a fee of $500 as consideraƟon for Lessor's considering and processing said request.Lessee agrees to provide Lessor with such other or addiƟonal informaƟon and/or documentaƟon as may be reasonably requested.(See also Paragraph 36) (f)Any assignee of,or sublessee under,this Lease shall,by reason of accepƟng such assignment,entering into such sublease,or entering into possession of the Premises or any porƟon thereof,be deemed to have assumed and agreed to conform and comply with each and every term,covenant,condiƟon and obligaƟon herein to be observed or performed by Lessee during the term of said assignment or sublease,other than such obligaƟons as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in wriƟng. (g)Lessor's consent to any assignment or subleƫng shall not transfer to the assignee or sublessee any OpƟon granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in wriƟng.(See Paragraph 39.2) 12.3 AddiƟonal Terms and CondiƟons Applicable to Subleƫng.The following terms and condiƟons shall apply to any subleƫng by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (a)Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease,and Lessor may collect such Rent and apply same toward Lessee's obligaƟons under this Lease;provided,however,that unƟl a Breach shall occur in the performance of Lessee's obligaƟons,Lessee may collect said Rent.In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligaƟons any such excess shall be refunded to Lessee.Lessor shall not,by reason of the foregoing or any assignment of such sublease,nor by reason of the collecƟon of Rent,be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligaƟons to such sublessee.Lessee hereby irrevocably authorizes and directs any such sublessee,upon receipt of a wriƩen noƟce from Lessor staƟng that a Breach exists in the performance of Lessee's obligaƟons under this Lease,to pay to Lessor all Rent due and to become due under the sublease.Sublessee shall rely upon any such noƟce from Lessor and shall pay all Rents to Lessor without any obligaƟon or right to inquire as to whether such Breach exists,notwithstanding any claim from Lessee to the contrary. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 11 of 17 (b)In the event of a Breach by Lessee,Lessor may,at its opƟon,require sublessee to aƩorn to Lessor,in which event Lessor shall undertake the obligaƟons of the sublessor under such sublease from the Ɵme of the exercise of said opƟon to the expiraƟon of such sublease;provided,however,Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. (c)Any maƩer requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d)No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior wriƩen consent. (e)Lessor shall deliver a copy of any noƟce of Default or Breach by Lessee to the sublessee,who shall have the right to cure the Default of Lessee within the grace period,if any,specified in such noƟce.The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee. 13.Default;Breach;Remedies. 13.1 Default;Breach.A "Default"is defined as a failure by the Lessee to comply with or perform any of the terms,covenants,condiƟons or Rules and RegulaƟons under this Lease.A "Breach"is defined as the occurrence of one or more of the following Defaults,and the failure of Lessee to cure such Default within any applicable grace period: (a)The abandonment of the Premises;or the vacaƟng of the Premises without providing a commercially reasonable level of security,or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof,or without providing reasonable assurances to minimize potenƟal vandalism. (b)The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder,whether to Lessor or to a third party,when due,to provide reasonable evidence of insurance or surety bond,or to fulfill any obligaƟon under this Lease which endangers or threatens life or property,where such failure conƟnues for a period of 3 business days following wriƩen noƟce to Lessee.THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS,INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES. (c)The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste,act or acts consƟtuƟng public or private nuisance,and/or an illegal acƟvity on the Premises by Lessee,where such acƟons conƟnue for a period of 3 business days following wriƩen noƟce to Lessee.In the event that Lessee commits waste,a nuisance or an illegal acƟvity a second Ɵme then,the Lessor may elect to treat such conduct as a non-curable Breach rather than a Default. (d)The failure by Lessee to provide (i)reasonable wriƩen evidence of compliance with Applicable Requirements,(ii)the service contracts,(iii)the rescission of an unauthorized assignment or subleƫng,(iv)an Estoppel CerƟficate or financial statements,(v)a requested subordinaƟon,(vi)evidence concerning any guaranty and/or Guarantor,(vii)any document requested under Paragraph 41,(viii)material safety data sheets (MSDS),or (ix)any other documentaƟon or informaƟon which Lessor may reasonably require of Lessee under the terms of this Lease,where any such failure conƟnues for a period of 10 days following wriƩen noƟce to Lessee. (e)A Default by Lessee as to the terms,covenants,condiƟons or provisions of this Lease,or of the rules adopted under Paragraph 2.9 hereof,other than those described in subparagraphs 13.1(a),(b),(c)or (d),above,where such Default conƟnues for a period of 30 days aŌer wriƩen noƟce;provided,however,that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure,then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereaŌer diligently prosecutes such cure to compleƟon. (f)The occurrence of any of the following events:(i)the making of any general arrangement or assignment for the benefit of creditors;(ii)becoming a "debtor"as defined in 11 U.S.C.§101 or any successor statute thereto (unless,in the case of a peƟƟon filed against Lessee,the same is dismissed within 60 days);(iii) the appointment of a trustee or receiver to take possession of substanƟally all of Lessee's assets located at the Premises or of Lessee's interest in this Lease,where possession is not restored to Lessee within 30 days;or (iv)the aƩachment,execuƟon or other judicial seizure of substanƟally all of Lessee's assets located at the Premises or of Lessee's interest in this Lease,where such seizure is not discharged within 30 days;provided,however,in the event that any provision of this subparagraph is contrary to any applicable law,such provision shall be of no force or effect,and not affect the validity of the remaining provisions. (g)The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false. (h)If the performance of Lessee's obligaƟons under this Lease is guaranteed:(i)the death of a Guarantor,(ii)the terminaƟon of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty,(iii)a Guarantor's becoming insolvent or the subject of a bankruptcy filing,(iv)a Guarantor's refusal to honor the guaranty,or (v)a Guarantor's breach of its guaranty obligaƟon on an anƟcipatory basis,and Lessee's failure,within 60 days following wriƩen noƟce of any such event,to provide wriƩen alternaƟve assurance or security,which,when coupled with the then exisƟng resources of Lessee,equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the Ɵme of execuƟon of this Lease. 13.2 Remedies.If Lessee fails to perform any of its affirmaƟve duƟes or obligaƟons,within 10 days aŌer wriƩen noƟce (or in case of an emergency,without noƟce),Lessor may,at its opƟon,perform such duty or obligaƟon on Lessee's behalf,including but not limited to the obtaining of reasonably required bonds, insurance policies,or governmental licenses,permits or approvals.Lessee shall pay to Lessor an amount equal to 115%of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor.In the event of a Breach,Lessor may,with or without further noƟce or demand,and without limiƟng Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach: (a)Terminate Lessee's right to possession of the Premises by any lawful means,in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor.In such event Lessor shall be enƟtled to recover from Lessee:(i)the unpaid Rent which had been earned at the Ɵme of terminaƟon; (ii)the worth at the Ɵme of award of the amount by which the unpaid rent which would have been earned aŌer terminaƟon unƟl the Ɵme of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided;(iii)the worth at the Ɵme of award of the amount by which the unpaid rent for the balance of the term aŌer the Ɵme of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided;and (iv)any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligaƟons under this Lease or which in the ordinary course of things would be likely to result therefrom,including but not limited to the cost of recovering possession of the Premises,expenses of releƫng,including necessary renovaƟon and alteraƟon of the Premises,reasonable aƩorneys'fees,and that porƟon of any leasing commission paid by Lessor in connecƟon with this Lease applicable to the unexpired term of this Lease.The worth at the Ɵme of award of the amount referred to in provision (iii)of the immediately preceding sentence shall be computed by discounƟng such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the Ɵme of award plus one percent.Efforts by Lessor to miƟgate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise enƟtled.If terminaƟon of this Lease is obtained through the provisional remedy of unlawful detainer,Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein,or Lessor may reserve the right to recover all or any part thereof in a separate suit.If a noƟce and grace period required under Paragraph 13.1 was not previously given,a noƟce to pay rent or quit,or to perform or quit given to Lessee under the unlawful detainer statute shall also consƟtute the noƟce required by Paragraph 13.1.In such case,the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently,and the failure of Lessee to cure the Default within the greater of the two such grace periods shall consƟtute both an unlawful detainer and a Breach of this Lease enƟtling Lessor to the remedies provided for in this Lease and/or by said statute. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 12 of 17 (b)ConƟnue the Lease and Lessee's right to possession and recover the Rent as it becomes due,in which event Lessee may sublet or assign,subject only to reasonable limitaƟons.Acts of maintenance,efforts to relet,and/or the appointment of a receiver to protect the Lessor's interests,shall not consƟtute a terminaƟon of the Lessee's right to possession. (c)Pursue any other remedy now or hereaŌer available under the laws or judicial decisions of the state wherein the Premises are located.The expiraƟon or terminaƟon of this Lease and/or the terminaƟon of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to maƩers occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises. 13.3 Inducement Recapture.Any agreement for free or abated rent or other charges,the cost of tenant improvements for Lessee paid for or performed by Lessor,or for the giving or paying by Lessor to or for Lessee of any cash or other bonus,inducement or consideraƟon for Lessee's entering into this Lease,all of which concessions are hereinaŌer referred to as "Inducement Provisions,"shall be deemed condiƟoned upon Lessee's full and faithful performance of all of the terms, covenants and condiƟons of this Lease.Upon Breach of this Lease by Lessee,any such Inducement Provision shall automaƟcally be deemed deleted from this Lease and of no further force or effect,and any rent,other charge,bonus,inducement or consideraƟon theretofore abated,given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor,notwithstanding any subsequent cure of said Breach by Lessee.The acceptance by Lessor of rent or the cure of the Breach which iniƟated the operaƟon of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in wriƟng by Lessor at the Ɵme of such acceptance. 13.4 Late Charges.Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease,the exact amount of which will be extremely difficult to ascertain.Such costs include,but are not limited to,processing and accounƟng charges,and late charges which may be imposed upon Lessor by any Lender.Accordingly,if any Rent shall not be received by Lessor within 5 days aŌer such amount shall be due,then,without any requirement for noƟce to Lessee,Lessee shall immediately pay to Lessor a one-Ɵme late charge equal to 10%of each such overdue amount or $100,whichever is greater.The parƟes hereby agree that such late charge represents a fair and reasonable esƟmate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event consƟtute a waiver of Lessee's Default or Breach with respect to such overdue amount,nor prevent the exercise of any of the other rights and remedies granted hereunder.In the event that a late charge is payable hereunder,whether or not collected,for 3 consecuƟve installments of Base Rent,then notwithstanding any provision of this Lease to the contrary,Base Rent shall,at Lessor's opƟon,become due and payable quarterly in advance. 13.5 Interest.Any monetary payment due Lessor hereunder,other than late charges,not received by Lessor,when due shall bear interest from the 31st day aŌer it was due.The interest ("Interest")charged shall be computed at the rate of 10%per annum but shall not exceed the maximum rate allowed by law.Interest is payable in addiƟon to the potenƟal late charge provided for in Paragraph 13.4. 13.6 Breach by Lessor. (a)NoƟce of Breach.Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable Ɵme to perform an obligaƟon required to be performed by Lessor.For purposes of this Paragraph,a reasonable Ɵme shall in no event be less than 30 days aŌer receipt by Lessor,and any Lender whose name and address shall have been furnished to Lessee in wriƟng for such purpose,of wriƩen noƟce specifying wherein such obligaƟon of Lessor has not been performed; provided,however,that if the nature of Lessor's obligaƟon is such that more than 30 days are reasonably required for its performance,then Lessor shall not be in breach if performance is commenced within such 30 day period and thereaŌer diligently pursued to compleƟon. (b)Performance by Lessee on Behalf of Lessor.In the event that neither Lessor nor Lender cures said breach within 30 days aŌer receipt of said noƟce, or if having commenced said cure they do not diligently pursue it to compleƟon,then Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure,provided however,that such offset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit,reserving Lessee's right to reimbursement from Lessor for any such expense in excess of such offset.Lessee shall document the cost of said cure and supply said documentaƟon to Lessor. 14.CondemnaƟon.If the Premises or any porƟon thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collecƟvely "CondemnaƟon"),this Lease shall terminate as to the part taken as of the date the condemning authority takes Ɵtle or possession,whichever first occurs. If more than 10%of the floor area of the Unit,or more than 25%of the parking spaces is taken by CondemnaƟon,Lessee may,at Lessee's opƟon,to be exercised in wriƟng within 10 days aŌer Lessor shall have given Lessee wriƩen noƟce of such taking (or in the absence of such noƟce,within 10 days aŌer the condemning authority shall have taken possession)terminate this Lease as of the date the condemning authority takes such possession.If Lessee does not terminate this Lease in accordance with the foregoing,this Lease shall remain in full force and effect as to the porƟon of the Premises remaining,except that the Base Rent shall be reduced in proporƟon to the reducƟon in uƟlity of the Premises caused by such CondemnaƟon.CondemnaƟon awards and/or payments shall be the property of Lessor, whether such award shall be made as compensaƟon for diminuƟon in value of the leasehold,the value of the part taken,or for severance damages;provided, however,that Lessee shall be enƟtled to any compensaƟon paid by the condemnor for Lessee's relocaƟon expenses,loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph.All AlteraƟons and UƟlity InstallaƟons made to the Premises by Lessee,for purposes of CondemnaƟon only,shall be considered the property of the Lessee and Lessee shall be enƟtled to any and all compensaƟon which is payable therefor.In the event that this Lease is not terminated by reason of the CondemnaƟon,Lessor shall repair any damage to the Premises caused by such CondemnaƟon. 15.Brokerage Fees. 15.1 AddiƟonal Commission.In addiƟon to the payments owed pursuant to Paragraph 1.10 above,Lessor agrees that:(a)if Lessee exercises any OpƟon,(b)if Lessee or anyone affiliated with Lessee acquires from Lessor any rights to the Premises or other premises owned by Lessor and located within the Project,(c)if Lessee remains in possession of the Premises,with the consent of Lessor,aŌer the expiraƟon of this Lease,or (d)if Base Rent is increased,whether by agreement or operaƟon of an escalaƟon clause herein,then,Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers in effect at the Ɵme the Lease was executed.The provisions of this paragraph are intended to supersede the provisions of any earlier agreement to the contrary. 15.2 AssumpƟon of ObligaƟons.Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligaƟon hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10,15,22 and 31.If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due,then such amounts shall accrue Interest.In addiƟon,if Lessor fails to pay any amounts to Lessee's Broker when due,Lessee's Broker may send wriƩen noƟce to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days aŌer said noƟce,Lessee shall pay said monies to its Broker and offset such amounts against Rent.In addiƟon,Lessee's Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker for the limited purpose of collecƟng any brokerage fee owed. 15.3 RepresentaƟons and IndemniƟes of Broker RelaƟonships.Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person,firm,broker,agent or finder (other than the Brokers and Agents,if any)in connecƟon with this Lease,and that no one other than said named Brokers and Agents is enƟtled to any commission or finder's fee in connecƟon herewith.Lessee and Lessor do each hereby agree to indemnify,protect,defend and hold the other harmless from and against liability for compensaƟon or charges which may be claimed by any such unnamed broker,finder or other similar party by reason of any DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 13 of 17 dealings or acƟons of the indemnifying Party,including any costs,expenses,aƩorneys'fees reasonably incurred with respect thereto. 16.Estoppel CerƟficates. (a)Each Party (as "Responding Party")shall within 10 days aŌer wriƩen noƟce from the other Party (the "RequesƟng Party")execute,acknowledge and deliver to the RequesƟng Party a statement in wriƟng in form similar to the then most current "Estoppel CerƟficate"form published BY AIR CRE,plus such addiƟonal informaƟon,confirmaƟon and/or statements as may be reasonably requested by the RequesƟng Party. (b)If the Responding Party shall fail to execute or deliver the Estoppel CerƟficate within such 10 day period,the RequesƟng Party may execute an Estoppel CerƟficate staƟng that:(i)the Lease is in full force and effect without modificaƟon except as may be represented by the RequesƟng Party,(ii)there are no uncured defaults in the RequesƟng Party's performance,and (iii)if Lessor is the RequesƟng Party,not more than one month's rent has been paid in advance. ProspecƟve purchasers and encumbrancers may rely upon the RequesƟng Party's Estoppel CerƟficate,and the Responding Party shall be estopped from denying the truth of the facts contained in said CerƟficate.In addiƟon,Lessee acknowledges that any failure on its part to provide such an Estoppel CerƟficate will expose Lessor to risks and potenƟally cause Lessor to incur costs not contemplated by this Lease,the extent of which will be extremely difficult to ascertain.Accordingly,should the Lessee fail to execute and/or deliver a requested Estoppel CerƟficate in a Ɵmely fashion the monthly Base Rent shall be automaƟcally increased,without any requirement for noƟce to Lessee,by an amount equal to 10%of the then exisƟng Base Rent or $100,whichever is greater for remainder of the Lease.The ParƟes agree that such increase in Base Rent represents fair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel CerƟficate.Such increase in Base Rent shall in no event consƟtute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel CerƟficate nor prevent the exercise of any of the other rights and remedies granted hereunder. (c)If Lessor desires to finance,refinance,or sell the Premises,or any part thereof,Lessee and all Guarantors shall within 10 days aŌer wriƩen noƟce from Lessor deliver to any potenƟal lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years.All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. 17.DefiniƟon of Lessor.The term "Lessor"as used herein shall mean the owner or owners at the Ɵme in quesƟon of the fee Ɵtle to the Premises,or,if this is a sublease,of the Lessee's interest in the prior lease.In the event of a transfer of Lessor's Ɵtle or interest in the Premises or this Lease,Lessor shall deliver to the transferee or assignee (in cash or by credit)any unused Security Deposit held by Lessor.Upon such transfer or assignment and delivery of the Security Deposit,as aforesaid,the prior Lessor shall be relieved of all liability with respect to the obligaƟons and/or covenants under this Lease thereaŌer to be performed by the Lessor. Subject to the foregoing,the obligaƟons and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. 18.Severability.The invalidity of any provision of this Lease,as determined by a court of competent jurisdicƟon,shall in no way affect the validity of any other provision hereof. 19.Days.Unless otherwise specifically indicated to the contrary,the word "days"as used in this Lease shall mean and refer to calendar days. 20.LimitaƟon on Liability.The obligaƟons of Lessor under this Lease shall not consƟtute personal obligaƟons of Lessor,or its partners,members,directors,officers or shareholders,and Lessee shall look to the Premises,and to no other assets of Lessor,for the saƟsfacƟon of any liability of Lessor with respect to this Lease,and shall not seek recourse against Lessor's partners,members,directors,officers or shareholders,or any of their personal assets for such saƟsfacƟon. 21.Time of Essence.Time is of the essence with respect to the performance of all obligaƟons to be performed or observed by the ParƟes under this Lease. 22.No Prior or Other Agreements;Broker Disclaimer.This Lease contains all agreements between the ParƟes with respect to any maƩer menƟoned herein,and no other prior or contemporaneous agreement or understanding shall be effecƟve.Lessor and Lessee each represents and warrants to the Brokers that it has made,and is relying solely upon,its own invesƟgaƟon as to the nature,quality,character and financial responsibility of the other Party to this Lease and as to the use,nature, quality and character of the Premises.Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. 23.NoƟces. 23.1 NoƟce Requirements.All noƟces required or permiƩed by this Lease or applicable law shall be in wriƟng and may be delivered in person (by hand or by courier)or may be sent by regular,cerƟfied or registered mail or U.S.Postal Service Express Mail,with postage prepaid,or by facsimile transmission,or by email,and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23.The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of noƟces.Either Party may by wriƩen noƟce to the other specify a different address for noƟce,except that upon Lessee's taking possession of the Premises,the Premises shall consƟtute Lessee's address for noƟce.A copy of all noƟces to Lessor shall be concurrently transmiƩed to such party or parƟes at such addresses as Lessor may from Ɵme to Ɵme hereaŌer designate in wriƟng. 23.2 Date of NoƟce.Any noƟce sent by registered or cerƟfied mail,return receipt requested,shall be deemed given on the date of delivery shown on the receipt card,or if no delivery date is shown,the postmark thereon.If sent by regular mail the noƟce shall be deemed given 72 hours aŌer the same is addressed as required herein and mailed with postage prepaid.NoƟces delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours aŌer delivery of the same to the Postal Service or courier.NoƟces delivered by hand,or transmiƩed by facsimile transmission or by email shall be deemed delivered upon actual receipt.If noƟce is received on a Saturday,Sunday or legal holiday,it shall be deemed received on the next business day. 23.3 OpƟons.Notwithstanding the foregoing,in order to exercise any OpƟons (see paragraph 39),the NoƟce must be sent by CerƟfied Mail (return receipt requested),Express Mail (signature required),courier (signature required)or some other methodology that provides a receipt establishing the date the noƟce was received by the Lessor. 24.Waivers. (a)No waiver by Lessor of the Default or Breach of any term,covenant or condiƟon hereof by Lessee,shall be deemed a waiver of any other term, covenant or condiƟon hereof,or of any subsequent Default or Breach by Lessee of the same or of any other term,covenant or condiƟon hereof.Lessor's consent to, or approval of,any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to,or approval of,any subsequent or similar act by Lessee,or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. (b)The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee.Any payment by Lessee may be accepted by Lessor on account of monies or damages due Lessor,notwithstanding any qualifying statements or condiƟons made by Lessee in connecƟon therewith,which such statements and/or condiƟons shall be of no force or effect whatsoever unless specifically agreed to in wriƟng by Lessor at or before the Ɵme of deposit of such payment. (c)THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 14 of 17 25.Disclosures Regarding The Nature of a Real Estate Agency RelaƟonship. (a)When entering into a discussion with a real estate agent regarding a real estate transacƟon,a Lessor or Lessee should from the outset understand what type of agency relaƟonship or representaƟon it has with the agent or agents in the transacƟon.Lessor and Lessee acknowledge being advised by the Brokers in this transacƟon,as follows: (i)Lessor's Agent.A Lessor's agent under a lisƟng agreement with the Lessor acts as the agent for the Lessor only.A Lessor's agent or subagent has the following affirmaƟve obligaƟons:To the Lessor:A fiduciary duty of utmost care,integrity,honesty,and loyalty in dealings with the Lessor.To the Lessee and the Lessor:(a)Diligent exercise of reasonable skills and care in performance of the agent's duƟes.(b)A duty of honest and fair dealing and good faith.(c)A duty to disclose all facts known to the agent materially affecƟng the value or desirability of the property that are not known to,or within the diligent aƩenƟon and observaƟon of,the ParƟes.An agent is not obligated to reveal to either Party any confidenƟal informaƟon obtained from the other Party which does not involve the affirmaƟve duƟes set forth above. (ii)Lessee's Agent.An agent can agree to act as agent for the Lessee only.In these situaƟons,the agent is not the Lessor's agent,even if by agreement the agent may receive compensaƟon for services rendered,either in full or in part from the Lessor.An agent acƟng only for a Lessee has the following affirmaƟve obligaƟons.To the Lessee:A fiduciary duty of utmost care,integrity,honesty,and loyalty in dealings with the Lessee.To the Lessee and the Lessor:(a) Diligent exercise of reasonable skills and care in performance of the agent's duƟes.(b)A duty of honest and fair dealing and good faith.(c)A duty to disclose all facts known to the agent materially affecƟng the value or desirability of the property that are not known to,or within the diligent aƩenƟon and observaƟon of,the ParƟes. An agent is not obligated to reveal to either Party any confidenƟal informaƟon obtained from the other Party which does not involve the affirmaƟve duƟes set forth above. (iii)Agent RepresenƟng Both Lessor and Lessee.A real estate agent,either acƟng directly or through one or more associate licenses,can legally be the agent of both the Lessor and the Lessee in a transacƟon,but only with the knowledge and consent of both the Lessor and the Lessee.In a dual agency situaƟon, the agent has the following affirmaƟve obligaƟons to both the Lessor and the Lessee:(a)A fiduciary duty of utmost care,integrity,honesty and loyalty in the dealings with either Lessor or the Lessee.(b)Other duƟes to the Lessor and the Lessee as stated above in subparagraphs (i)or (ii).In represenƟng both Lessor and Lessee,the agent may not,without the express permission of the respecƟve Party,disclose to the other Party confidenƟal informaƟon,including,but not limited to,facts relaƟng to either Lessee’s or Lessor’s financial posiƟon,moƟvaƟons,bargaining posiƟon,or other personal informaƟon that may impact rent,including Lessor’s willingness to accept a rent less than the lisƟng rent or Lessee’s willingness to pay rent greater than the rent offered.The above duƟes of the agent in a real estate transacƟon do not relieve a Lessor or Lessee from the responsibility to protect their own interests.Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transacƟon.A real estate agent is a person qualified to advise about real estate.If legal or tax advice is desired,consult a competent professional.Both Lessor and Lessee should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transacƟon can be complex and subject to change. (b)Brokers have no responsibility with respect to any default or breach hereof by either Party.The ParƟes agree that no lawsuit or other legal proceeding involving any breach of duty,error or omission relaƟng to this Lease may be brought against Broker more than one year aŌer the Start Date and that the liability (including court costs and aƩorneys'fees),of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease;provided,however,that the foregoing limitaƟon on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. (c)Lessor and Lessee agree to idenƟfy to Brokers as "ConfidenƟal"any communicaƟon or informaƟon given Brokers that is considered by such Party to be confidenƟal. 26.No Right To Holdover.Lessee has no right to retain possession of the Premises or any part thereof beyond the expiraƟon or terminaƟon of this Lease.In the event that Lessee holds over,then the Base Rent shall be increased to 150%of the Base Rent applicable immediately preceding the expiraƟon or terminaƟon. Holdover Base Rent shall be calculated on monthly basis.Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee. 27.CumulaƟve Remedies.No remedy or elecƟon hereunder shall be deemed exclusive but shall,wherever possible,be cumulaƟve with all other remedies at law or in equity. 28.Covenants and CondiƟons;ConstrucƟon of Agreement.All provisions of this Lease to be observed or performed by Lessee are both covenants and condiƟons. In construing this Lease,all headings and Ɵtles are for the convenience of the ParƟes only and shall not be considered a part of this Lease.Whenever required by the context,the singular shall include the plural and vice versa.This Lease shall not be construed as if prepared by one of the ParƟes,but rather according to its fair meaning as a whole,as if both ParƟes had prepared it. 29.Binding Effect;Choice of Law.This Lease shall be binding upon the ParƟes,their personal representaƟves,successors and assigns and be governed by the laws of the State in which the Premises are located.Any liƟgaƟon between the ParƟes hereto concerning this Lease shall be iniƟated in the county in which the Premises are located.Signatures to this Lease accomplished by means of electronic signature or similar technology shall be legal and binding. 30.SubordinaƟon;AƩornment;Non-Disturbance. 30.1 SubordinaƟon.This Lease and any OpƟon granted hereby shall be subject and subordinate to any ground lease,mortgage,deed of trust,or other hypothecaƟon or security device (collecƟvely,"Security Device"),now or hereaŌer placed upon the Premises,to any and all advances made on the security thereof, and to all renewals,modificaƟons,and extensions thereof.Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lender") shall have no liability or obligaƟon to perform any of the obligaƟons of Lessor under this Lease.Any Lender may elect to have this Lease and/or any OpƟon granted hereby superior to the lien of its Security Device by giving wriƩen noƟce thereof to Lessee,whereupon this Lease and such OpƟons shall be deemed prior to such Security Device,notwithstanding the relaƟve dates of the documentaƟon or recordaƟon thereof. 30.2 AƩornment.In the event that Lessor transfers Ɵtle to the Premises,or the Premises are acquired by another upon the foreclosure or terminaƟon of a Security Device to which this Lease is subordinated (i)Lessee shall,subject to the non-disturbance provisions of Paragraph 30.3,aƩorn to such new owner,and upon request,enter into a new lease,containing all of the terms and provisions of this Lease,with such new owner for the remainder of the term hereof,or,at the elecƟon of the new owner,this Lease will automaƟcally become a new lease between Lessee and such new owner,and (ii)Lessor shall thereaŌer be relieved of any further obligaƟons hereunder and such new owner shall assume all of Lessor's obligaƟons,except that such new owner shall not:(a)be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisiƟon of ownership;(b)be subject to any offsets or defenses which Lessee might have against any prior lessor,(c)be bound by prepayment of more than one month's rent,or (d)be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner. 30.3 Non-Disturbance.With respect to Security Devices entered into by Lessor aŌer the execuƟon of this Lease,Lessee's subordinaƟon of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement")from the Lender which Non-Disturbance Agreement DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 15 of 17 provides that Lessee's possession of the Premises,and this Lease,including any opƟons to extend the term hereof,will not be disturbed so long as Lessee is not in Breach hereof and aƩorns to the record owner of the Premises.Further,within 60 days aŌer the execuƟon of this Lease,Lessor shall,if requested by Lessee,use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-exisƟng Security Device which is secured by the Premises.In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days,then Lessee may,at Lessee's opƟon,directly contact Lender and aƩempt to negoƟate for the execuƟon and delivery of a Non-Disturbance Agreement. 30.4 Self-ExecuƟng.The agreements contained in this Paragraph 30 shall be effecƟve without the execuƟon of any further documents;provided,however,that, upon wriƩen request from Lessor or a Lender in connecƟon with a sale,financing or refinancing of the Premises,Lessee and Lessor shall execute such further wriƟngs as may be reasonably required to separately document any subordinaƟon,aƩornment and/or Non-Disturbance Agreement provided for herein. 31.AƩorneys'Fees.If any Party or Broker brings an acƟon or proceeding involving the Premises whether founded in tort,contract or equity,or to declare rights hereunder,the Prevailing Party (as hereaŌer defined)in any such proceeding,acƟon,or appeal thereon,shall be enƟtled to reasonable aƩorneys'fees.Such fees may be awarded in the same suit or recovered in a separate suit,whether or not such acƟon or proceeding is pursued to decision or judgment.The term,"Prevailing Party"shall include,without limitaƟon,a Party or Broker who substanƟally obtains or defeats the relief sought,as the case may be,whether by compromise, seƩlement,judgment,or the abandonment by the other Party or Broker of its claim or defense.The aƩorneys'fees award shall not be computed in accordance with any court fee schedule,but shall be such as to fully reimburse all aƩorneys'fees reasonably incurred.In addiƟon,Lessor shall be enƟtled to aƩorneys'fees,costs and expenses incurred in the preparaƟon and service of noƟces of Default and consultaƟons in connecƟon therewith,whether or not a legal acƟon is subsequently commenced in connecƟon with such Default or resulƟng Breach ($200 is a reasonable minimum per occurrence for such services and consultaƟon). 32.Lessor's Access;Showing Premises;Repairs.Lessor and Lessor's agents shall have the right to enter the Premises at any Ɵme,in the case of an emergency,and otherwise at reasonable Ɵmes aŌer reasonable prior noƟce for the purpose of showing the same to prospecƟve purchasers,lenders,or tenants,and making such alteraƟons,repairs,improvements or addiƟons to the Premises as Lessor may deem necessary or desirable and the erecƟng,using and maintaining of uƟliƟes, services,pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on Lessee's use of the Premises.All such acƟviƟes shall be without abatement of rent or liability to Lessee. 33.AucƟons.Lessee shall not conduct,nor permit to be conducted,any aucƟon upon the Premises without Lessor's prior wriƩen consent.Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an aucƟon. 34.Signs.Lessor may place on the Premises ordinary "For Sale"signs at any Ɵme and ordinary "For Lease"signs during the last 6 months of the term hereof.Except for ordinary "For Sublease"signs which may be placed only on the Premises,Lessee shall not place any sign upon the Project without Lessor's prior wriƩen consent. All signs must comply with all Applicable Requirements. 35.TerminaƟon;Merger.Unless specifically stated otherwise in wriƟng by Lessor,the voluntary or other surrender of this Lease by Lessee,the mutual terminaƟon or cancellaƟon hereof,or a terminaƟon hereof by Lessor for Breach by Lessee,shall automaƟcally terminate any sublease or lesser estate in the Premises;provided, however,that Lessor may elect to conƟnue any one or all exisƟng subtenancies.Lessor's failure within 10 days following any such event to elect to the contrary by wriƩen noƟce to the holder of any such lesser interest,shall consƟtute Lessor's elecƟon to have such event consƟtute the terminaƟon of such interest. 36.Consents.All requests for consent shall be in wriƟng.Except as otherwise provided herein,wherever in this Lease the consent of a Party is required to an act by or for the other Party,such consent shall not be unreasonably withheld or delayed.Lessor's actual reasonable costs and expenses (including but not limited to architects',aƩorneys',engineers'and other consultants'fees)incurred in the consideraƟon of,or response to,a request by Lessee for any Lessor consent,including but not limited to consents to an assignment,a subleƫng or the presence or use of a Hazardous Substance,shall be paid by Lessee upon receipt of an invoice and supporƟng documentaƟon therefor.Lessor's consent to any act,assignment or subleƫng shall not consƟtute an acknowledgment that no Default or Breach by Lessee of this Lease exists,nor shall such consent be deemed a waiver of any then exisƟng Default or Breach,except as may be otherwise specifically stated in wriƟng by Lessor at the Ɵme of such consent.The failure to specify herein any parƟcular condiƟon to Lessor's consent shall not preclude the imposiƟon by Lessor at the Ɵme of consent of such further or other condiƟons as are then reasonable with reference to the parƟcular maƩer for which consent is being given.In the event that either Party disagrees with any determinaƟon made by the other hereunder and reasonably requests the reasons for such determinaƟon,the determining party shall furnish its reasons in wriƟng and in reasonable detail within 10 business days following such request. 37.Guarantor. 37.1 ExecuƟon.The Guarantors,if any,shall each execute a guaranty in the form most recently published BY AIR CRE. 37.2 Default.It shall consƟtute a Default of the Lessee if any Guarantor fails or refuses,upon request to provide:(a)evidence of the execuƟon of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor,and in the case of a corporate Guarantor,a cerƟfied copy of a resoluƟon of its board of directors authorizing the making of such guaranty,(b)current financial statements,(c)an Estoppel CerƟficate,or (d)wriƩen confirmaƟon that the guaranty is sƟll in effect. 38.Quiet Possession.Subject to payment by Lessee of the Rent and performance of all of the covenants,condiƟons and provisions on Lessee's part to be observed and performed under this Lease,Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. 39.OpƟons.If Lessee is granted any opƟon,as defined below,then the following provisions shall apply. 39.1 DefiniƟon."OpƟon"shall mean:(a)the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor;(b)the right of first refusal or first offer to lease either the Premises or other property of Lessor;(c)the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 39.2 OpƟons Personal To Original Lessee.Any OpƟon granted to Lessee in this Lease is personal to the original Lessee,and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and,if requested by Lessor,with Lessee cerƟfying that Lessee has no intenƟon of thereaŌer assigning or subleƫng. 39.3 MulƟple OpƟons.In the event that Lessee has any mulƟple OpƟons to extend or renew this Lease,a later OpƟon cannot be exercised unless the prior OpƟons have been validly exercised. 39.4 Effect of Default on OpƟons. (a)Lessee shall have no right to exercise an OpƟon:(i)during the period commencing with the giving of any noƟce of Default and conƟnuing unƟl said Default is cured,(ii)during the period of Ɵme any Rent is unpaid (without regard to whether noƟce thereof is given Lessee),(iii)during the Ɵme Lessee is in Breach of this Lease,or (iv)in the event that Lessee has been given 3 or more noƟces of separate Default,whether or not the Defaults are cured,during the 12 month period immediately preceding the exercise of the OpƟon. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 lD ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 16 of 17 (b)The period of Ɵme within which an OpƟon may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an OpƟon because of the provisions of Paragraph 39.4(a). (c)An OpƟon shall terminate and be of no further force or effect,notwithstanding Lessee's due and Ɵmely exercise of the OpƟon,if,aŌer such exercise and prior to the commencement of the extended term or compleƟon of the purchase,(i)Lessee fails to pay Rent for a period of 30 days aŌer such Rent becomes due (without any necessity of Lessor to give noƟce thereof),or (ii)if Lessee commits a Breach of this Lease. 40.Security Measures.Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures,and that Lessor shall have no obligaƟon whatsoever to provide same.Lessee assumes all responsibility for the protecƟon of the Premises,Lessee,its agents and invitees and their property from the acts of third parƟes. 41.ReservaƟons.Lessor reserves the right:(i)to grant,without the consent or joinder of Lessee,such easements,rights and dedicaƟons that Lessor deems necessary,(ii)to cause the recordaƟon of parcel maps and restricƟons,and (iii)to create and/or install new uƟlity raceways,so long as such easements,rights, dedicaƟons,maps,restricƟons,and uƟlity raceways do not unreasonably interfere with the use of the Premises by Lessee.Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights. 42.Performance Under Protest.If at any Ɵme a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof,the Party against whom the obligaƟon to pay the money is asserted shall have the right to make payment "under protest"and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to insƟtute suit for recovery of such sum.If it shall be adjudged that there was no legal obligaƟon on the part of said Party to pay such sum or any part thereof,said Party shall be enƟtled to recover such sum or so much thereof as it was not legally required to pay.A Party who does not iniƟate suit for the recovery of sums paid "under protest"within 6 months shall be deemed to have waived its right to protest such payment. 43.Authority;MulƟple ParƟes;ExecuƟon. (a)If either Party hereto is a corporaƟon,trust,limited liability company,partnership,or similar enƟty,each individual execuƟng this Lease on behalf of such enƟty represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf.Each Party shall,within 30 days aŌer request, deliver to the other Party saƟsfactory evidence of such authority. (b)If this Lease is executed by more than one person or enƟty as "Lessee",each such person or enƟty shall be jointly and severally liable hereunder.It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease,or other document ancillary thereto and bind all of the named Lessees,and Lessor may rely on the same as if all of the named Lessees had executed such document. (c)This Lease may be executed by the ParƟes in counterparts,each of which shall be deemed an original and all of which together shall consƟtute one and the same instrument. 44.Conflict.Any conflict between the printed provisions of this Lease and the typewriƩen or handwriƩen provisions shall be controlled by the typewriƩen or handwriƩen provisions. 45.Offer.PreparaƟon of this Lease by either party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party.This Lease is not intended to be binding unƟl executed and delivered by all ParƟes hereto. 46.Amendments.This Lease may be modified only in wriƟng,signed by the ParƟes in interest at the Ɵme of the modificaƟon.As long as they do not materially change Lessee's obligaƟons hereunder,Lessee agrees to make such reasonable non-monetary modificaƟons to this Lease as may be reasonably required by a Lender in connecƟon with the obtaining of normal financing or refinancing of the Premises. 47.Waiver of Jury Trial.THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 48.ArbitraƟon of Disputes.An Addendum requiring the ArbitraƟon of all disputes between the ParƟes and/or Brokers arising out of this Lease is is not aƩached to this Lease. 49.Accessibility;Americans with DisabiliƟes Act. (a)The Premises: have not undergone an inspecƟon by a CerƟfied Access Specialist (CASp).Note:A CerƟfied Access Specialist (CASp)can inspect the subject premises and determine whether the subject premises comply with all of the applicable construcƟon-related accessibility standards under state law.Although state law does not require a CASp inspecƟon of the subject premises,the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspecƟon of the subject premises for the occupancy or potenƟal occupancy of the lessee or tenant,if requested by the lessee or tenant.The parƟes shall mutually agree on the arrangements for the Ɵme and manner of the CASp inspecƟon,the payment of the fee for the CASp inspecƟon,and the cost of making any repairs necessary to correct violaƟons of construcƟon-related accessibility standards within the premises. have undergone an inspecƟon by a CerƟfied Access Specialist (CASp)and it was determined that the Premises met all applicable construcƟon-related accessibility standards pursuant to California Civil Code §55.51 et seq.Lessee acknowledges that it received a copy of the inspecƟon report at least 48 hours prior to execuƟng this Lease and agrees to keep such report confidenƟal. have undergone an inspecƟon by a CerƟfied Access Specialist (CASp)and it was determined that the Premises did not meet all applicable construcƟon-related accessibility standards pursuant to California Civil Code §55.51 et seq.Lessee acknowledges that it received a copy of the inspecƟon report at least 48 hours prior to execuƟng this Lease and agrees to keep such report confidenƟal except as necessary to complete repairs and correcƟons of violaƟons of construcƟon related accessibility standards. In the event that the Premises have been issued an inspecƟon report by a CASp the Lessor shall provide a copy of the disability access inspecƟon cerƟficate to Lessee within 7 days of the execuƟon of this Lease. (b)Since compliance with the Americans with DisabiliƟes Act (ADA)and other state and local accessibility statutes are dependent upon Lessee's specific use of the Premises,Lessor makes no warranty or representaƟon as to whether or not the Premises comply with ADA or any similar legislaƟon.In the event that Lessee's use of the Premises requires modificaƟons or addiƟons to the Premises in order to be in compliance with ADA or other accessibility statutes,Lessee agrees to DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 □ □ □ □ ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 17 of 17 make any such necessary modificaƟons and/or addiƟons at Lessee's expense. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN,AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO.THE PARTIES HEREBY AGREE THAT,AT THE TIME THIS LEASE IS EXECUTED,THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. ATTENTION:NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,LEGAL EFFECT,OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES.THE PARTIES ARE URGED TO: 1.SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. 2.RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES.SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO:THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,THE ZONING OF THE PREMISES,THE STRUCTURAL INTEGRITY,THE CONDITION OF THE ROOF AND OPERATING SYSTEMS,COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE. WARNING:IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA,CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED. The parƟes hereto have executed this Lease at the place and on the dates specified above their respecƟve signatures. Executed at: On: By LESSOR: Sunnyside Investments Inc. By: Name Printed:Tim Bakman Title:President Phone: Fax: Email: By: Name Printed:Shay Bakman Title:Vice President Phone: Fax: Email: Address: Federal ID No.: Executed at: On: By LESSEE: Haven XIII LLC By: Name Printed:Shane Darvish Title: Phone: Fax: Email: By: Name Printed: Title: Phone: Fax: Email: Address: Federal ID No.: BROKER The Mark Saito Company AƩn:Patrick Monreal Title: Address:7511 N Remington St.103 Fresno,CA Phone: Fax: Email: Federal ID No.: Broker DRE License #:00701227 Agent DRE License #:02007579 BROKER AƩn: Title: Address: Phone: Fax: Email: Federal ID No.: Broker DRE License #: Agent DRE License #: AIR CRE *hƩps://www.aircre.com *213-687-8777 *contracts@aircre.com NOTICE:No part of these works may be reproduced in any form without permission in wriƟng. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 11/20/202011/20/202011/20/2020 [s "~"'•"" " s~ Do.rws~ 054 3188CC2544CC ________________ ________________ INITIALS INITIALS © 2017AIR CRE. AllRights Reserved.Last Edited: 11/20/202010:53 AM ADD-1.03,Revised 06-10-2019 Page 1 of 2 ADDENDUM TO LEASE Date:October 30, 2020 By and Between Lessor:Sunnyside Investments Inc. Lessee:Haven XIII LLC Property Address:5689 E. Kings Canyon Rd. Fresno, CA 93727 (APN:313-24-065) (streetaddress, city, state, zip) Paragraph:50-59 In the event of any conflict between theprovisions of this Addendum and the printedprovisions of theLease, this Addendum shallcontrol. If any provisions in this Addendum (Paragraphs 50-56)conflict with other terms in the prior paragraphs of this lease,these paragraphs (Paragraphs 50-56) Supersedethose terms and shallcontrol. 50.Reservation Fee: Lesseehereby agrees to pay permonth as a" ReservationFee" starting November 1, 2020 to reservethe premises untilLessee canoccupy space with all permits and licenses e the City of Fresno and State of California. 51.Entitlements: At Lessee's sole cost and expense, Lessee shall bepermitted to applyfor andobtain permits,determinations, and approvals from governmental entities in furtherance of Lessee's intended use of the Property,which may include cannabis dispensary,cultivation,distribution,manufacturing or any other legal use (collectively, the "Entitlements"); provided, howeverthat lessee shallnot have the right to, nor shallit, apply for any entitlements whichimpose any liability,cost,or expense of any kind upon Lessor,or the Property.Lessor herby agrees to reasonably cooperate with Lessee's efforts to secure the Entitlements, so long as such cooperation is without any material out-of-pocket cost to Lessor.Such cooperation shall include theexecution byLessor,as owner,of application,petitions,permits,approvals and similar documents. This periodof timeshall be referred to as "Entitlement Period." The Entitlement Period shall begin November1, 2020 and Lessee shallhave the right to extend the Entitlement Period for upto 11 periodsof 1calendar month each,and will continue to pay the reservationfee of per month. During the Entitlement Period,Lessee shall have the right to terminate the lease with no further obligation giving the Lessor a 60 day written notice,in Lessee's soleand absolutediscretion, if Lessee has not obtained, or determines in Lessee's sole and absolute discretion thatLessee likelycannot obtain the necessary Entitlements.Monthly Rent of becomes effective once tenant takes occupancy. 52. Exclusivity: AS Lesseewill bespending considerable time and resources towards negotiating andfinalizing the Entitlements for theProperty, at all timesduring the term of this agreement,neither Lessor nor any of its affiliates or their respective shareholders,members,partners,directors,officers,employees,agents or representatives shall directly or indirectly solicitor entertainany offers from,exchange informationwith orinformation to, orin anymanner initiate, encourage,discuss,consider,negotiate,accept,agree to or consummate any proposal by any other person,in each case relating to Entitlements for the Property andany other units located at 5689 E. Kings Canyon Fresno, CA 93727for any otherparty otherLessee; provided however, thatin theevent that Lessee no longer wishes to pursue the Entitlements,Lessee shall notify Lessor thereof in writing ,in which even the Exclusivity Period shall thereupon end.Lessor willnot rent, orlease toany sensitive type of businesses (ex. daycares,after school programs,or any child related classes) that buffer out lessee on property located at 5689 E.Kings Canyon Rd.Fresno,Ca 93727/APN#313-240-65. 53: Force Majeure: During the Entitlement Period if anyunforeseeable Circumstance, or act of God occursLessee has theoption to terminate this lease. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 AIRCR! ________________ ________________ INITIALS INITIALS ©2017 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM ADD-1.03,Revised 06-10-2019 Page 2 of 2 54.Acknowledgement: The Parties herby acknowledge that they are aware of and fully understand commercial cannabis activity is technically unlawful under federal law.In the event arrest,seizure,or a prosecution action pursuant to federal law associated with the Parties'described herein,the Lessee herby agrees to indemnify Lessor from any attorney's fees associated with defending such actions.The Parties also herby agree to waive illegality as a defense to any contract enforcement action. 55.Renewal Terms: Lessee shall have two (2)options to renew the lease and each such renewal period shall be 5 years.Each renewal must be exercised no later than 90 days prior to the expiration of the then-current Lease term.The rent shall increase 3%on an annual basis,commencing year 11.Option rent for second term of five (5)years shall be re-set at market rent for a shell space Cannabis Dispensary at this location (not considering improvements made by Lessee),not to be less than the rate paid by Lessee in Year 15 of the lease. 56.Charitable Commitment:Lessee shall commit 1%of annual gross sales to the Sunnyside Lone Star Little League baseball park that shall not exceed per year and will begin in the second year of this agreement. 57.Assignment:Lessee shall have the right to freely assign this lease with Lessor's written consent in the event of a sale of Lessee's cannabis business, which shall not be unreasonably withheld,or delayed.Lessor shall not unreasonably reject or refuse Lessee's assignment in the event of a sale of Lessee's business. 58:Indemnification:In addition to the indemnification obligations set forth in Section 8.7,in the event of a civil forfeiture action under the federal Controlled Substances Act (“CSA”)or any other enforcement action against Lessee or the Premises arising under federal law,Lessee herby agrees to indemnify,defend and hold harmless Lessor,its officers,directors,employees,and agents (collectively,the “Indemnified Parties”)and the Property from and against any and all claims,demands,losses,liabilities,damages,costs and expenses (including reasonable attorneys’fees)(collectively “Losses and Liabilities”)Lessor may suffer or incur as a result of or in connection with (a)Lessee’s occupancy of the Premises under this Lease,(b)Lessee’s operation of a cannabis business at or on the Premises even if such use is designated as an allowed or permitted use under the terms of the Lease,or (c) Lessee’s breach of this Lease,except,in each case,to the extent such Losses and Liabilities are caused by Lessor’s gross negligence or willful misconduct. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters,Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense.Lessor need not have first paid any such claim in order to be defended or indemnified.Lessee’s duty to indemnify in this Lease shall survive termination of this Lease.The Parties also herby agree to waive illegality as a defense to any contract enforcement action.” 59 .Addition of 13.1(i) Section 13.1(i)is hereby added to the Lease to state: (i)The occurrence of a civil forfeiture action under the federal Controlled Substances Act (“CSA”)or any other enforcement action against Lessee or the Premises arising under federal law,in which case there shall be no ten (10)day cure period under Section 13.2 and this Lease shall immediately terminate and Lessee shall immediately surrender possession to Lessor. 60.Guaranty:In leu of signing a guaranty of lease lessor agrees to allow lessee to deposit six months of rent to be held as deposit with lessor even if Lessee sells or assigns the business.If lessor sells property the deposit shall be transferred to new property owner.This guaranty deposit shall be paid upon tenant taking occupancy. AIR CRE *hƩps://www.aircre.com *213-687-8777 *contracts@aircre.com NOTICE:No part of these works may be reproduced in any form without permission in wriƟng. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2017 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM OE-6.02,Revised 06-10-2019 Page 1 of 2 OPTION(S)TO EXTEND STANDARD LEASE ADDENDUM Dated:October 30,2020 By and Between Lessor:Sunnyside Investments Inc. Lessee:Haven XIII LLC Property Address:5689 E.Kings Canyon Rd.Fresno,CA 93727 (APN:313-24-065) (street address,city,state,zip) Paragraph:61 A.OPTION(S)TO EXTEND: Lessor hereby grants to Lessee the opƟon to extend the term of this Lease for Two (2)addiƟonal Sixty (60)month period(s)commencing when the prior term expires upon each and all of the following terms and condiƟons: (i)In order to exercise an opƟon to extend,Lessee must give wriƩen noƟce of such elecƟon to Lessor and Lessor must receive the same at least but not more than months prior to the date that the opƟon period would commence,Ɵme being of the essence.If proper noƟficaƟon of the exercise of an opƟon is not given and/or received,such opƟon shall automaƟcally expire.OpƟons (if there are more than one)may only be exercised consecuƟvely. (ii)The provisions of paragraph 39,including those relaƟng to Lessee's Default set forth in paragraph 39.4 of this Lease,are condiƟons of this OpƟon. (iii)Except for the provisions of this Lease granƟng an opƟon or opƟons to extend the term,all of the terms and condiƟons of this Lease except where specifically modified by this opƟon shall apply. (iv)This OpƟon is personal to the original Lessee,and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and without the intenƟon of thereaŌer assigning or subleƫng. (v)The monthly rent for each month of the opƟon period shall be calculated as follows,using the method(s)indicated below: (Check Method(s)to be Used and Fill in Appropriately) I.Cost of Living Adjustment(s)(COLA) a.On (Fill in COLA Dates):the Base Rent shall be adjusted by the change,if any,from the Base Month specified below,in the Consumer Price Index of the Bureau of Labor StaƟsƟcs of the U.S.Department of Labor for (select one):CPI W (Urban Wage Earners and Clerical Workers)or CPI U (All Urban Consumers),for (Fill in Urban Area):.All Items (1982-1984 =100),herein referred to as "CPI". b.The monthly Base Rent payable in accordance with paragraph A.I.a.of this Addendum shall be calculated as follows:the Base Rent set forth in paragraph 1.5 of the aƩached Lease,shall be mulƟplied by a fracƟon the numerator of which shall be the CPI of the calendar month 2 months prior to the month(s)specified in paragraph A.I.a.above during which the adjustment is to take effect,and the denominator of which shall be the CPI of the calendar month which is 2 months prior to (select one):the first month of the term of this Lease as set forth in paragraph 1.3 ("Base Month")or (Fill in Other "Base Month"):.The sum so calculated shall consƟtute the new monthly Base Rent hereunder,but in no event,shall any such new monthly Base Rent be less than the Base Rent payable for the month immediately preceding the rent adjustment. c.In the event the compilaƟon and/or publicaƟon of the CPI shall be transferred to any other governmental department or bureau or agency or shall be disconƟnued,then the index most nearly the same as the CPI shall be used to make such calculaƟon.In the event that the ParƟes cannot agree on such alternaƟve index,then the maƩer shall be submiƩed for decision to the American ArbitraƟon AssociaƟon in accordance with the then rules of said AssociaƟon and the decision of the arbitrators shall be binding upon the parƟes.The cost of said ArbitraƟon shall be paid equally by the ParƟes. II.Market Rental Value Adjustment(s)(MRV) a.On (Fill in MRV Adjustment Date(s))the Base Rent shall be adjusted to the "Market Rental Value"of the property as follows: 1)Four months prior to each Market Rental Value Adjustment Date described above,the ParƟes shall aƩempt to agree upon what the new MRV will be on the adjustment date.If agreement cannot be reached,within thirty days,then: (a)Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establish the new MRV within the next 30 days.Any associated costs will be split equally between the ParƟes,or (b)Both Lessor and Lessee shall each immediately make a reasonable determinaƟon of the MRV and submit such determinaƟon,in wriƟng,to arbitraƟon in accordance with the following provisions: (i)Within 15 days thereaŌer,Lessor and Lessee shall each select an independent third party appraiser or broker ("Consultant"- DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 AIRCR! □ □ □ □ □ □ □ □ ________________ ________________ INITIALS INITIALS © 2017AIR CRE. AllRights Reserved.Last Edited: 11/20/202010:53 AM OE-6.02,Revised 06-10-2019 Page 2 of 2 checkone) oftheir choicetoact as an arbitrator(Note: the parƟes may notselect eitherofthe Brokersthat wasinvolved in negoƟaƟng the Lease). Thetwo arbitrators so appointed shall immediatelyselect a third mutually acceptable Consultant toactas athird arbitrator. (ii) The3arbitrators shallwithin 30 days of theappointment of the third arbitratorreach adecision as towhat theactual MRVfor the Premises is, and whether Lessor'sorLessee's submiƩed MRV is the closestthereto. Thedecision ofa majority of the arbitratorsshall be bindingon the ParƟes.The submiƩed MRV which is determined tobe theclosest tothe actualMRVshall thereaŌer be used bythe ParƟes. (iii) If eitherofthe ParƟes fails toappoint an arbitratorwithin the specified 15days, the arbitrator Ɵmely appointed byone of them shallreach adecision on his orherown, and said decision shall bebinding on the ParƟes. (iv) The enƟre costof such arbitraƟon shallbe paid bythe party whose submiƩed MRVis not selected, ie.theone that is NOT the closest to theactual MRV. 2) When determining MRV, theLessor, Lessee and Consultants shallconsider the termsof comparablemarket transacƟons whichshall include, but not limited to, rent,rental adjustments, abated rent, lease term and financial condiƟon oftenants. 3) Notwithstanding theforegoing, thenewBase Rentshall not beless than the rentpayable forthemonth immediatelypreceding the rent adjustment. b. Upon the establishmentofeach NewMarket RentalValue: 1) the newMRV willbecomethe new"Base Rent" forthe purpose of calculaƟng any furtherAdjustments,and 2) the first month ofeach Market RentalValue term shallbecome thenew "Base Month" forthepurpose of calculaƟng any furtherAdjustments. III. FixedRentalAdjustment(s) (FRA) TheBase Rent shall beincreased to thefollowing amountson thedatesset forth below: On(Fill inFRA Adjustment Date(s)):TheNew Base Rent shallbe: Year 11 Year 12 Year 13 Year 14 Year 15 Year 16 Year 17 Year 18 Year 19 Year 20 IV.IniƟal Term Adjustments Theformula used to calculate adjustments tothe Base Rate duringtheoriginal Term of theLease shall conƟnue to beused during theextended term. B. NOTICE: Unless specified otherwiseherein,noƟce ofany rentaladjustments, otherthan FixedRentalAdjustments, shallbe madeas specified in paragraph 23ofthe Lease. C. BROKER'SFEE: TheBrokers shallbe paida Brokerage Feefor each adjustment specified abovein accordance with paragraph 15of theLease orif applicable, paragraph 9 of the Sublease. AIRCRE *hƩps://www.aircre.com * 213-687-8777 * contracts@aircre.com NOTICE: Nopart oftheseworks maybe reproduced in anyformwithout permissionin wriƟng. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 □ ________________ ________________ INITIALS INITIALS © 2019AIR CRE. AllRights Reserved.Last Edited: 11/20/202010:53 AM MTN-26.30,Revised 11-25-2019 Page 1 of 17 1. BasicProvisions ("BasicProvisions"). 1.1 ParƟes.This Lease ("Lease"), dated forreference purposesonly October 30, 2020 , is made byand between Sunnyside Investments Inc.("Lessor") and Haven XIII LLC ("Lessee"),(collecƟvely the"ParƟes", orindividually a"Party"). 1.2(a)Premises:Thatcertain realproperty, including allimprovements thereinorto beprovided byLessorunder theterms ofthis Lease, commonlyknown as (street address, unit/suite, city,state):5689 E. Kings Canyon Rd. Fresno, CA 93727 (APN:313-24-065) ("Premises"). ThePremises arelocated in theCounty of Fresno , and aregenerally described as (describe briefly the natureof thePremises and the "Project"):3,600 Square Feet of retail space . In addiƟon toLessee's rights to use and occupythePremises as hereinaŌer specified, Lessee shall havenon-exclusive rightstoany uƟlity raceways ofthe building containing the Premises("Building") and tothe Common Areas (as defined in Paragraph 2.7below), but shall not haveany rightsto theroof, orexteriorwalls ofthe Buildingorto any other buildings in the Project. ThePremises, theBuilding, the Common Areas, the land upon which theyare located, along with all otherbuildings and improvements thereon, areherein collecƟvely referred to asthe "Project." (See also Paragraph 2) 1.2(b)Parking:25 unreserved vehicle parkingspaces. (Seealso Paragraph 2.6) 1.3 Term:Entitlement period + 10 years and months("Original Term")commencing November 1, 2020 ("CommencementDate") and ending 10 years from completion of Entitlement Period ("ExpiraƟon Date"). (See also Paragraph 3) 1.4 Early Possession:Ifthe Premisesareavailable Lesseemay havenon-exclusivepossession ofthe Premisescommencing ("EarlyPossession Date"). (Seealso Paragraphs 3.2and 3.3) 1.5 Base Rent:plus triple net with 3% annual increases per month ("BaseRent"), payableon the 1st dayof each month commencing See Paragraph 50 . (Seealso Paragraph 4) Ifthis box is checked, thereare provisions in thisLease fortheBase Rentto beadjusted. SeeParagraph 57 . 1.6 Lessee's Shareof CommonArea OperaƟng Expenses:percent (%) ("Lessee's Share"). In theevent that thesize ofthe Premises and/or theProject are modified during theterm of this Lease,Lessorshall recalculateLessee's Shareto reflect such modificaƟon. 1.7 Base Rentand OtherMonies PaidUpon ExecuƟon: 1.8 Agreed Use:General office and retail use and all cannabis uses pursuant to valid city of Fresno and State of California Licenses. No Cannabis business activity shall be conducted on the premises until all such licenses have been obtained and proof thereof provided to lessor.. (See also Paragraph 6) 1.9 Insuring Party.Lessoris the"InsuringParty". (See also Paragraph 8) 1.10 Real EstateBrokers.(Seealso Paragraph 15and 25) agency relaƟonships in this Lease with the followingreal estate brokers ("Broker(s)") and/or their agents("Agent(s)"): Lessor’sBrokerage Firm The Mark Saito Company License No.00701227 Isthe brokerof (check one): theLessor;or both the Lessee and Lessor(dual agent). Lessor’sAgent Patrick Monreal LicenseNo.02007579 is(check one): theLessor’sAgent (salesperson or brokerassociate);or both the Lessee’sAgent andtheLessor’s Agent(dual agent). Lessee’sBrokerage Firm License No.Isthe brokerof(check one): theLessee;or both theLessee and Lessor(dual agent). Lessee’sAgent License No.is (check one): theLessee’s Agent (salesperson orbrokerassociate); or both the Lessee’s Agentand theLessor’s Agent(dualagent). separate wriƩen agreement(or if thereis nosuch agreement,the sum of or % of thetotal Base Rent) forthe brokerage servicesrendered bythe Brokers. 1.11 Guarantor.The obligaƟons oftheLessee underthis Lease are tobeguaranteed by ("Guarantor"). (Seealso Paragraph 37) 1.12 AƩachments.AƩached hereto arethe following, allof which consƟtute apart of thisLease: an Addendum consisƟng of Paragraphs 50 through 56 ; asite plan depicƟng thePremises; asite plan depicƟng theProject; STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET (a)Base Rent:for theperiod . (b)Common Area OperaƟng Expenses:Thecurrent esƟmate for theperiod is . (c)SecurityDeposit:("SecurityDeposit"). (Seealso Paragraph 5)Due upon Lessee taking occupancy. (d)Other:for reservation fee . (e)Total Due Upon ExecuƟon ofthis Lease:. (a)RepresentaƟon: Each Party acknowledges receiving aDisclosure RegardingReal EstateAgency RelaƟonship, confirms and consents tothe following (b)Paymentto Brokers.Upon execuƟon and delivery of thisLease by both ParƟes,Lessorshall paytothe Brokersthe brokeragefeeagreed toin a DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 AIRCR! □ □ □ □ ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 2 of 17 a current set of the Rules and RegulaƟons for the Project; a current set of the Rules and RegulaƟons adopted by the owners'associaƟon; a Work LeƩer; other (specify):Option to Extend . 2.Premises. 2.1 Leƫng.Lessor hereby leases to Lessee,and Lessee hereby leases from Lessor,the Premises,for the term,at the rental,and upon all of the terms, covenants and condiƟons set forth in this Lease.While the approximate square footage of the Premises may have been used in the markeƟng of the Premises for purposes of comparison,the Base Rent stated herein is NOT Ɵed to square footage and is not subject to adjustment should the actual size be determined to be different.NOTE:Lessee is advised to verify the actual size prior to execuƟng this Lease. 2.2 CondiƟon.Lessor shall deliver that porƟon of the Premises contained within the Building ("Unit")to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date,whichever first occurs ("Start Date"),and,so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date,warrants that the exisƟng electrical,plumbing,fire sprinkler,lighƟng,heaƟng, venƟlaƟng and air condiƟoning systems ("HVAC"),loading doors,sump pumps,if any,and all other such elements in the Unit,other than those constructed by Lessee, shall be in good operaƟng condiƟon on said date,that the structural elements of the roof,bearing walls and foundaƟon of the Unit shall be free of material defects, and that the Unit does not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law.If a non-compliance with such warranty exists as of the Start Date,or if one of such systems or elements should malfuncƟon or fail within the appropriate warranty period,Lessor shall,as Lessor's sole obligaƟon with respect to such maƩer,except as otherwise provided in this Lease,promptly aŌer receipt of wriƩen noƟce from Lessee seƫng forth with specificity the nature and extent of such non-compliance,malfuncƟon or failure,recƟfy same at Lessor's expense.The warranty periods shall be as follows:(i)6 months as to the HVAC systems,and (ii)30 days as to the remaining systems and other elements of the Unit.If Lessee does not give Lessor the required noƟce within the appropriate warranty period,correcƟon of any such non-compliance,malfuncƟon or failure shall be the obligaƟon of Lessee at Lessee's sole cost and expense (except for the repairs to the fire sprinkler systems,roof,foundaƟons,and/or bearing walls -see Paragraph 7).Lessor also warrants,that unless otherwise specified in wriƟng,Lessor is unaware of (i)any recorded NoƟces of Default affecƟng the Premise;(ii)any delinquent amounts due under any loan secured by the Premises;and (iii)any bankruptcy proceeding affecƟng the Premises. 2.3 Compliance.Lessor warrants that to the best of its knowledge the improvements on the Premises comply with the building codes,applicable laws, covenants or restricƟons of record,regulaƟons,and ordinances ("Applicable Requirements")that were in effect at the Ɵme that each improvement,or porƟon thereof,was constructed.Said warranty does not apply to the use to which Lessee will put the Premises,modificaƟons which may be required by the Americans with DisabiliƟes Act or any similar laws as a result of Lessee's use (see Paragraph 49),or to any AlteraƟons or UƟlity InstallaƟons (as defined in Paragraph 7.3(a))made or to be made by Lessee.NOTE:Lessee is responsible for determining whether or not the Applicable Requirements,and especially the zoning are appropriate for Lessee's intended use,and acknowledges that past uses of the Premises may no longer be allowed.If the Premises do not comply with said warranty,Lessor shall, except as otherwise provided,promptly aŌer receipt of wriƩen noƟce from Lessee seƫng forth with specificity the nature and extent of such non-compliance,recƟfy the same at Lessor's expense.If Lessee does not give Lessor wriƩen noƟce of a non-compliance with this warranty within 6 months following the Start Date, correcƟon of that non-compliance shall be the obligaƟon of Lessee at Lessee's sole cost and expense.If the Applicable Requirements are hereaŌer changed so as to require during the term of this Lease the construcƟon of an addiƟon to or an alteraƟon of the Unit,Premises and/or Building,the remediaƟon of any Hazardous Substance,or the reinforcement or other physical modificaƟon of the Unit,Premises and/or Building ("Capital Expenditure"),Lessor and Lessee shall allocate the cost of such work as follows: (a)Subject to Paragraph 2.3(c)below,if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general,Lessee shall be fully responsible for the cost thereof,provided,however,that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months'Base Rent,Lessee may instead terminate this Lease unless Lessor noƟfies Lessee,in wriƟng, within 10 days aŌer receipt of Lessee's terminaƟon noƟce that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to 6 months'Base Rent.If Lessee elects terminaƟon,Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor wriƩen noƟce specifying a terminaƟon date at least 90 days thereaŌer.Such terminaƟon date shall,however,in no event be earlier than the last day that Lessee could legally uƟlize the Premises without commencing such Capital Expenditure. (b)If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as,governmentally mandated seismic modificaƟons),then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay,each month during the remainder of the term of this Lease or any extension thereof,on the date that on which the Base Rent is due,an amount equal to 1/144th of the porƟon of such costs reasonably aƩributable to the Premises.Lessee shall pay Interest on the balance but may prepay its obligaƟon at any Ɵme.If,however,such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof,Lessor shall have the opƟon to terminate this Lease upon 90 days prior wriƩen noƟce to Lessee unless Lessee noƟfies Lessor,in wriƟng,within 10 days aŌer receipt of Lessor's terminaƟon noƟce that Lessee will pay for such Capital Expenditure.If Lessor does not elect to terminate,and fails to tender its share of any such Capital Expenditure,Lessee may advance such funds and deduct same,with Interest,from Rent unƟl Lessor's share of such costs have been fully paid.If Lessee is unable to finance Lessor's share,or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis,Lessee shall have the right to terminate this Lease upon 30 days wriƩen noƟce to Lessor. (c)Notwithstanding the above,the provisions concerning Capital Expenditures are intended to apply only to non-voluntary,unexpected,and new Applicable Requirements.If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use,change in intensity of use,or modificaƟon to the Premises then,and in that event,Lessee shall either:(i)immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure,or (ii)complete such Capital Expenditure at its own expense.Lessee shall not have any right to terminate this Lease. 2.4 Acknowledgements.Lessee acknowledges that:(a)it has been given an opportunity to inspect and measure the Premises,(b)it has been advised by Lessor and/or Brokers to saƟsfy itself with respect to the size and condiƟon of the Premises (including but not limited to the electrical,HVAC and fire sprinkler systems,security,environmental aspects,and compliance with Applicable Requirements and the Americans with DisabiliƟes Act),and their suitability for Lessee's intended use,(c)Lessee has made such invesƟgaƟon as it deems necessary with reference to such maƩers and assumes all responsibility therefor as the same relate to its occupancy of the Premises,(d)it is not relying on any representaƟon as to the size of the Premises made by Brokers or Lessor,(e)the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein,and (f)neither Lessor,Lessor's agents,nor Brokers have made any oral or wriƩen representaƟons or warranƟes with respect to said maƩers other than as set forth in this Lease.In addiƟon,Lessor acknowledges that:(i)Brokers have made no representaƟons,promises or warranƟes concerning Lessee's ability to honor the Lease or suitability to occupy the Premises,and (ii)it is Lessor's sole DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 3 of 17 responsibility to invesƟgate the financial capability and/or suitability of all proposed tenants. 2.5 Lessee as Prior Owner/Occupant.The warranƟes made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises.In such event,Lessee shall be responsible for any necessary correcƟve work. 2.6 Vehicle Parking.Lessee shall be enƟtled to use the number of Parking Spaces specified in Paragraph 1.2(b)on those porƟons of the Common Areas designated from Ɵme to Ɵme by Lessor for parking.Lessee shall not use more parking spaces than said number.Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks,herein called "PermiƩed Size Vehicles."Lessor may regulate the loading and unloading of vehicles by adopƟng Rules and RegulaƟons as provided in Paragraph 2.9.No vehicles other than PermiƩed Size Vehicles may be parked in the Common Area without the prior wriƩen permission of Lessor.In addiƟon: (a)Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's employees,suppliers,shippers,customers, contractors or invitees to be loaded,unloaded,or parked in areas other than those designated by Lessor for such acƟviƟes. (b)Lessee shall not service or store any vehicles in the Common Areas. (c)If Lessee permits or allows any of the prohibited acƟviƟes described in this Paragraph 2.6,then Lessor shall have the right,without noƟce,in addiƟon to such other rights and remedies that it may have,to remove or tow away the vehicle involved and charge the cost to Lessee,which cost shall be immediately payable upon demand by Lessor. 2.7 Common Areas -DefiniƟon.The term "Common Areas"is defined as all areas and faciliƟes outside the Premises and within the exterior boundary line of the Project and interior uƟlity raceways and installaƟons within the Unit that are provided and designated by the Lessor from Ɵme to Ɵme for the general non-exclusive use of Lessor,Lessee and other tenants of the Project and their respecƟve employees,suppliers,shippers,customers,contractors and invitees,including parking areas,loading and unloading areas,trash areas,roofs,roadways,walkways,driveways and landscaped areas. 2.8 Common Areas -Lessee's Rights.Lessor grants to Lessee,for the benefit of Lessee and its employees,suppliers,shippers,contractors,customers and invitees,during the term of this Lease,the non-exclusive right to use,in common with others enƟtled to such use,the Common Areas as they exist from Ɵme to Ɵme, subject to any rights,powers,and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulaƟons or restricƟons governing the use of the Project.Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property,temporarily or permanently,in the Common Areas.Any such storage shall be permiƩed only by the prior wriƩen consent of Lessor or Lessor's designated agent,which consent may be revoked at any Ɵme.In the event that any unauthorized storage shall occur,then Lessor shall have the right,without noƟce,in addiƟon to such other rights and remedies that it may have,to remove the property and charge the cost to Lessee,which cost shall be immediately payable upon demand by Lessor. 2.9 Common Areas -Rules and RegulaƟons.Lessor or such other person(s)as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right,from Ɵme to Ɵme,to establish,modify,amend and enforce reasonable rules and regulaƟons ("Rules and RegulaƟons")for the management,safety,care,and cleanliness of the grounds,the parking and unloading of vehicles and the preservaƟon of good order,as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees.Lessee agrees to abide by and conform to all such Rules and RegulaƟons,and shall use its best efforts to cause its employees,suppliers,shippers,customers,contractors and invitees to so abide and conform.Lessor shall not be responsible to Lessee for the non-compliance with said Rules and RegulaƟons by other tenants of the Project. 2.10 Common Areas -Changes.Lessor shall have the right,in Lessor's sole discreƟon,from Ɵme to Ɵme: (a)To make changes to the Common Areas,including,without limitaƟon,changes in the locaƟon,size,shape and number of driveways,entrances, parking spaces,parking areas,loading and unloading areas,ingress,egress,direcƟon of traffic,landscaped areas,walkways and uƟlity raceways; (b)To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c)To designate other land outside the boundaries of the Project to be a part of the Common Areas; (d)To add addiƟonal buildings and improvements to the Common Areas; (e)To use the Common Areas while engaged in making addiƟonal improvements,repairs or alteraƟons to the Project,or any porƟon thereof;and (f)To do and perform such other acts and make such other changes in,to or with respect to the Common Areas and Project as Lessor may,in the exercise of sound business judgment,deem to be appropriate. 3.Term. 3.1 Term.The Commencement Date,ExpiraƟon Date and Original Term of this Lease are as specified in Paragraph 1.3. 3.2 Early Possession.Any provision herein granƟng Lessee Early Possession of the Premises is subject to and condiƟoned upon the Premises being available for such possession prior to the Commencement Date.Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises.If Lessee totally or parƟally occupies the Premises prior to the Commencement Date,the obligaƟon to pay Base Rent shall be abated for the period of such Early Possession.All other terms of this Lease (including but not limited to the obligaƟons to pay Lessee's Share of Common Area OperaƟng Expenses,Real Property Taxes and insurance premiums and to maintain the Premises)shall be in effect during such period.Any such Early Possession shall not affect the ExpiraƟon Date. 3.3 Delay In Possession.Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date.If,despite said efforts,Lessor is unable to deliver possession by such date,Lessor shall not be subject to any liability therefor,nor shall such failure affect the validity of this Lease or change the ExpiraƟon Date.Lessee shall not,however,be obligated to pay Rent or perform its other obligaƟons unƟl Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and conƟnue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof,but minus any days of delay caused by the acts or omissions of Lessee.If possession is not delivered within 60 days aŌer the Commencement Date,as the same may be extended under the terms of any Work LeƩer executed by ParƟes,Lessee may,at its opƟon,by noƟce in wriƟng within 10 days aŌer the end of such 60 day period,cancel this Lease,in which event the ParƟes shall be discharged from all obligaƟons hereunder.If such wriƩen noƟce is not received by Lessor within said 10 day period,Lessee's right to cancel shall terminate.If possession of the Premises is not delivered within 120 days aŌer the Commencement Date,this Lease shall terminate unless other agreements are reached between Lessor and Lessee,in wriƟng. 3.4 Lessee Compliance.Lessor shall not be required to tender possession of the Premises to Lessee unƟl Lessee complies with its obligaƟon to provide evidence of insurance (Paragraph 8.5).Pending delivery of such evidence,Lessee shall be required to perform all of its obligaƟons under this Lease from and aŌer the Start Date,including the payment of Rent,notwithstanding Lessor's elecƟon to withhold possession pending receipt of such evidence of insurance.Further,if Lessee is required to perform any other condiƟons prior to or concurrent with the Start Date,the Start Date shall occur but Lessor may elect to withhold possession unƟl such condiƟons are saƟsfied. 4.Rent. 4.1.Rent Defined.All monetary obligaƟons of Lessee to Lessor under the terms of this Lease (except for the Security Deposit)are deemed to be rent ("Rent"). 4.2 Common Area OperaƟng Expenses.Lessee shall pay to Lessor during the term hereof,in addiƟon to the Base Rent,Lessee's Share (as specified in Paragraph 1.6)of all Common Area OperaƟng Expenses,as hereinaŌer defined,during each calendar year of the term of this Lease,in accordance with the following DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 4 of 17 provisions: (a)"Common Area OperaƟng Expenses"are defined,for purposes of this Lease,as all costs relaƟng to the ownership and operaƟon of the Project, including,but not limited to,the following: (i)The operaƟon,repair and maintenance,in neat,clean,good order and condiƟon ,and if necessary the replacement,of the following: (aa)The Common Areas and Common Area improvements,including parking areas,loading and unloading areas,trash areas,roadways, parkways,walkways,driveways,landscaped areas,bumpers,irrigaƟon systems,Common Area lighƟng faciliƟes,fences and gates,elevators,roofs,exterior walls of the buildings,building systems and roof drainage systems. (bb)Exterior signs and any tenant directories. (cc)Any fire sprinkler systems. (dd)All other areas and improvements that are within the exterior boundaries of the Project but outside of the Premises and/or any other space occupied by a tenant. (ii)The cost of water,gas,electricity and telephone to service the Common Areas and any uƟliƟes not separately metered. (iii)The cost of trash disposal,pest control services,property management,security services,owners'associaƟon dues and fees,the cost to repaint the exterior of any structures and the cost of any environmental inspecƟons. (iv)Reserves set aside for maintenance,repair and/or replacement of Common Area improvements and equipment. (v)Real Property Taxes (as defined in Paragraph 10). (vi)The cost of the premiums for the insurance maintained by Lessor pursuant to Paragraph 8. (vii)Any deducƟble porƟon of an insured loss concerning the Building or the Common Areas. (viii)Auditors',accountants'and aƩorneys'fees and costs related to the operaƟon,maintenance,repair and replacement of the Project. (ix)The cost of any capital improvement to the Building or the Project not covered under the provisions of Paragraph 2.3 provided;however,that Lessor shall allocate the cost of any such capital improvement over a 12 year period and Lessee shall not be required to pay more than Lessee's Share of 1/144th of the cost of such capital improvement in any given month.Lessee shall pay Interest on the unamorƟzed balance but may prepay its obligaƟon at any Ɵme. (x)The cost of any other services to be provided by Lessor that are stated elsewhere in this Lease to be a Common Area OperaƟng Expense. (b)Any Common Area OperaƟng Expenses and Real Property Taxes that are specifically aƩributable to the Unit,the Building or to any other building in the Project or to the operaƟon,repair and maintenance thereof,shall be allocated enƟrely to such Unit,Building,or other building.However,any Common Area OperaƟng Expenses and Real Property Taxes that are not specifically aƩributable to the Building or to any other building or to the operaƟon,repair and maintenance thereof,shall be equitably allocated by Lessor to all buildings in the Project. (c)The inclusion of the improvements,faciliƟes and services set forth in Subparagraph 4.2(a)shall not be deemed to impose an obligaƟon upon Lessor to either have said improvements or faciliƟes or to provide those services unless the Project already has the same,Lessor already provides the services,or Lessor has agreed elsewhere in this Lease to provide the same or some of them. (d)Lessee's Share of Common Area OperaƟng Expenses is payable monthly on the same day as the Base Rent is due hereunder.The amount of such payments shall be based on Lessor's esƟmate of the annual Common Area OperaƟng Expenses.Within 60 days aŌer wriƩen request (but not more than once each year)Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of the actual Common Area OperaƟng Expenses for the preceding year.If Lessee's payments during such year exceed Lessee's Share,Lessor shall credit the amount of such over-payment against Lessee's future payments.If Lessee's payments during such year were less than Lessee's Share,Lessee shall pay to Lessor the amount of the deficiency within 10 days aŌer delivery by Lessor to Lessee of the statement. (e)Common Area OperaƟng Expenses shall not include any expenses paid by any tenant directly to third parƟes,or as to which Lessor is otherwise reimbursed by any third party,other tenant,or insurance proceeds. 4.3 Payment.Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States,without offset or deducƟon (except as specifically permiƩed in this Lease),on or before the day on which it is due.All monetary amounts shall be rounded to the nearest whole dollar.In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not consƟtute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease.Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month.Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from Ɵme to Ɵme designate in wriƟng.Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent,regardless of Lessor's endorsement of any check so staƟng.In the event that any check,draŌ,or other instrument of payment given by Lessee to Lessor is dishonored for any reason,Lessee agrees to pay to Lessor the sum of $in addiƟon to any Late Charge and Lessor,at its opƟon,may require all future Rent be paid by cashier's check.Payments will be applied first to accrued late charges and aƩorney's fees,second to accrued interest,then to Base Rent and Common Area OperaƟng Expenses,and any remaining amount to any other outstanding charges or costs. 5.Security Deposit.Lessee shall deposit with Lessor upon execuƟon hereof the Security Deposit as security for Lessee's faithful performance of its obligaƟons under this Lease.If Lessee fails to pay Rent,or otherwise Defaults under this Lease,Lessor may use,apply or retain all or any porƟon of said Security Deposit for the payment of any amount already due Lessor,for Rents which will be due in the future,and/or to reimburse or compensate Lessor for any liability,expense,loss or damage which Lessor may suffer or incur by reason thereof.If Lessor uses or applies all or any porƟon of the Security Deposit,Lessee shall within 10 days aŌer wriƩen request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease.If the Base Rent increases during the term of this Lease,Lessee shall,upon wriƩen request from Lessor,deposit addiƟonal monies with Lessor so that the total amount of the Security Deposit shall at all Ɵmes bear the same proporƟon to the increased Base Rent as the iniƟal Security Deposit bore to the iniƟal Base Rent.Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee,Lessor shall have the right to increase the Security Deposit to the extent necessary,in Lessor's reasonable judgment,to account for any increased wear and tear that the Premises may suffer as a result thereof.If a change in control of Lessee occurs during this Lease and following such change the financial condiƟon of Lessee is,in Lessor's reasonable judgment,significantly reduced,Lessee shall deposit such addiƟonal monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condiƟon.Lessor shall not be required to keep the Security Deposit separate from its general accounts.Within 90 days aŌer the expiraƟon or terminaƟon of this Lease,Lessor shall return that porƟon of the Security Deposit not used or applied by Lessor.Lessor shall upon wriƩen request provide Lessee with an accounƟng showing how that porƟon of the Security Deposit that was not returned was applied.No part of the Security Deposit shall be considered to be held in trust,to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease.THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH'S RENT. 6.Use. 6.1 Use.Lessee shall use and occupy the Premises only for the Agreed Use,or any other legal use which is reasonably comparable thereto,and for no other DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 5 of 17 purpose.Lessee shall not use or permit the use of the Premises in a manner that is unlawful,creates damage,waste or a nuisance,or that disturbs occupants of or causes damage to neighboring premises or properƟes.Other than guide,signal and seeing eye dogs,Lessee shall not keep or allow in the Premises any pets,animals, birds,fish,or repƟles.Lessor shall not unreasonably withhold or delay its consent to any wriƩen request for a modificaƟon of the Agreed Use,so long as the same will not impair the structural integrity of the Building or the mechanical or electrical systems therein,and/or is not significantly more burdensome to the Project.If Lessor elects to withhold consent,Lessor shall within 7 days aŌer such request give wriƩen noƟficaƟon of same,which noƟce shall include an explanaƟon of Lessor's objecƟons to the change in the Agreed Use. 6.2 Hazardous Substances. (a)Reportable Uses Require Consent.The term "Hazardous Substance"as used in this Lease shall mean any product,substance,or waste whose presence,use,manufacture,disposal,transportaƟon,or release,either by itself or in combinaƟon with other materials expected to be on the Premises,is either:(i) potenƟally injurious to the public health,safety or welfare,the environment or the Premises,(ii)regulated or monitored by any governmental authority,or (iii)a basis for potenƟal liability of Lessor to any governmental agency or third party under any applicable statute or common law theory.Hazardous Substances shall include,but not be limited to,hydrocarbons,petroleum,gasoline,and/or crude oil or any products,by-products or fracƟons thereof.Lessee shall not engage in any acƟvity in or on the Premises which consƟtutes a Reportable Use of Hazardous Substances without the express prior wriƩen consent of Lessor and Ɵmely compliance (at Lessee's expense)with all Applicable Requirements."Reportable Use"shall mean (i)the installaƟon or use of any above or below ground storage tank,(ii)the generaƟon, possession,storage,use,transportaƟon,or disposal of a Hazardous Substance that requires a permit from,or with respect to which a report,noƟce,registraƟon or business plan is required to be filed with,any governmental authority,and/or (iii)the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a noƟce be given to persons entering or occupying the Premises or neighboring properƟes.Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use,ordinary office supplies (copier toner, liquid paper,glue,etc.)and common household cleaning materials,so long as such use is in compliance with all Applicable Requirements,is not a Reportable Use,and does not expose the Premises or neighboring property to any meaningful risk of contaminaƟon or damage or expose Lessor to any liability therefor.In addiƟon, Lessor may condiƟon its consent to any Reportable Use upon receiving such addiƟonal assurances as Lessor reasonably deems necessary to protect itself,the public, the Premises and/or the environment against damage,contaminaƟon,injury and/or liability,including,but not limited to,the installaƟon (and removal on or before Lease expiraƟon or terminaƟon)of protecƟve modificaƟons (such as concrete encasements)and/or increasing the Security Deposit. (b)Duty to Inform Lessor.If Lessee knows,or has reasonable cause to believe,that a Hazardous Substance has come to be located in,on,under or about the Premises,other than as previously consented to by Lessor,Lessee shall immediately give wriƩen noƟce of such fact to Lessor,and provide Lessor with a copy of any report,noƟce,claim or other documentaƟon which it has concerning the presence of such Hazardous Substance. (c)Lessee RemediaƟon.Lessee shall not cause or permit any Hazardous Substance to be spilled or released in,on,under,or about the Premises (including through the plumbing or sanitary sewer system)and shall promptly,at Lessee's expense,comply with all Applicable Requirements and take all invesƟgatory and/or remedial acƟon reasonably recommended,whether or not formally ordered or required,for the cleanup of any contaminaƟon of,and for the maintenance, security and/or monitoring of the Premises or neighboring properƟes,that was caused or materially contributed to by Lessee,or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease,by or for Lessee,or any third party. (d)Lessee IndemnificaƟon.Lessee shall indemnify,defend and hold Lessor,its agents,employees,lenders and ground lessor,if any,harmless from and against any and all loss of rents and/or damages,liabiliƟes,judgments,claims,expenses,penalƟes,and aƩorneys'and consultants'fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee,or any third party (provided,however,that Lessee shall have no liability under this Lease with respect to underground migraƟon of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee).Lessee's obligaƟons shall include,but not be limited to,the effects of any contaminaƟon or injury to person,property or the environment created or suffered by Lessee,and the cost of invesƟgaƟon,removal,remediaƟon,restoraƟon and/or abatement,and shall survive the expiraƟon or terminaƟon of this Lease.No terminaƟon, cancellaƟon or release agreement entered into by Lessor and Lessee shall release Lessee from its obligaƟons under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in wriƟng at the Ɵme of such agreement. (e)Lessor IndemnificaƟon.Except as otherwise provided in paragraph 8.7,Lessor and its successors and assigns shall indemnify,defend,reimburse and hold Lessee,its employees and lenders,harmless from and against any and all environmental damages,including the cost of remediaƟon,which are suffered as a direct result of Hazardous Substances on the Premises prior to Lessee taking possession or which are caused by the gross negligence or willful misconduct of Lessor,its agents or employees.Lessor's obligaƟons,as and when required by the Applicable Requirements,shall include,but not be limited to,the cost of invesƟgaƟon, removal,remediaƟon,restoraƟon and/or abatement,and shall survive the expiraƟon or terminaƟon of this Lease. (f)InvesƟgaƟons and RemediaƟons.Lessor shall retain the responsibility and pay for any invesƟgaƟons or remediaƟon measures required by governmental enƟƟes having jurisdicƟon with respect to the existence of Hazardous Substances on the Premises prior to the Lessee taking possession,unless such remediaƟon measure is required as a result of Lessee's use (including "AlteraƟons",as defined in paragraph 7.3(a)below)of the Premises,in which event Lessee shall be responsible for such payment.Lessee shall cooperate fully in any such acƟviƟes at the request of Lessor,including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable Ɵmes in order to carry out Lessor's invesƟgaƟve and remedial responsibiliƟes. (g)Lessor TerminaƟon OpƟon.If a Hazardous Substance CondiƟon (see Paragraph 9.1(e))occurs during the term of this Lease,unless Lessee is legally responsible therefor (in which case Lessee shall make the invesƟgaƟon and remediaƟon thereof required by the Applicable Requirements and this Lease shall conƟnue in full force and effect,but subject to Lessor's rights under Paragraph 6.2(d)and Paragraph 13),Lessor may,at Lessor's opƟon,either (i)invesƟgate and remediate such Hazardous Substance CondiƟon,if required,as soon as reasonably possible at Lessor's expense,in which event this Lease shall conƟnue in full force and effect,or (ii)if the esƟmated cost to remediate such condiƟon exceeds 12 Ɵmes the then monthly Base Rent or ,whichever is greater,give wriƩen noƟce to Lessee,within 30 days aŌer receipt by Lessor of knowledge of the occurrence of such Hazardous Substance CondiƟon,of Lessor's desire to terminate this Lease as of the date 60 days following the date of such noƟce.In the event Lessor elects to give a terminaƟon noƟce,Lessee may,within 10 days thereaŌer,give wriƩen noƟce to Lessor of Lessee's commitment to pay the amount by which the cost of the remediaƟon of such Hazardous Substance CondiƟon exceeds an amount equal to 12 Ɵmes the then monthly Base Rent or ,whichever is greater.Lessee shall provide Lessor with said funds or saƟsfactory assurance thereof within 30 days following such commitment.In such event,this Lease shall conƟnue in full force and effect,and Lessor shall proceed to make such remediaƟon as soon as reasonably possible aŌer the required funds are available.If Lessee does not give such noƟce and provide the required funds or assurance thereof within the Ɵme provided,this Lease shall terminate as of the date specified in Lessor's noƟce of terminaƟon. 6.3 Lessee's Compliance with Applicable Requirements.Except as otherwise provided in this Lease,Lessee shall,at Lessee's sole expense,fully,diligently and in a Ɵmely manner,materially comply with all Applicable Requirements,the requirements of any applicable fire insurance underwriter or raƟng bureau,and the recommendaƟons of Lessor's engineers and/or consultants which relate in any manner to the Premises,without regard to whether said Applicable Requirements are now in effect or become effecƟve aŌer the Start Date.Lessee shall,within 10 days aŌer receipt of Lessor's wriƩen request,provide Lessor with copies of all permits and other documents,and other informaƟon evidencing Lessee's compliance with any Applicable Requirements specified by Lessor,and shall immediately upon receipt,noƟfy Lessor in wriƟng (with copies of any documents involved)of any threatened or actual claim,noƟce,citaƟon,warning,complaint or report pertaining to DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 6 of 17 or involving the failure of Lessee or the Premises to comply with any Applicable Requirements.Likewise,Lessee shall immediately give wriƩen noƟce to Lessor of:(i) any water damage to the Premises and any suspected seepage,pooling,dampness or other condiƟon conducive to the producƟon of mold;or (ii)any musƟness or other odors that might indicate the presence of mold in the Premises. 6.4 InspecƟon;Compliance.Lessor and Lessor's "Lender"(as defined in Paragraph 30)and consultants authorized by Lessor shall have the right to enter into Premises at any Ɵme,in the case of an emergency,and otherwise at reasonable Ɵmes aŌer reasonable noƟce,for the purpose of inspecƟng and/or tesƟng the condiƟon of the Premises and/or for verifying compliance by Lessee with this Lease.The cost of any such inspecƟons shall be paid by Lessor,unless a violaƟon of Applicable Requirements,or a Hazardous Substance CondiƟon (see Paragraph 9.1)is found to exist or be imminent,or the inspecƟon is requested or ordered by a governmental authority.In such case,Lessee shall upon request reimburse Lessor for the cost of such inspecƟon,so long as such inspecƟon is reasonably related to the violaƟon or contaminaƟon.In addiƟon,Lessee shall provide copies of all relevant material safety data sheets (MSDS)to Lessor within 10 days of the receipt of wriƩen request therefor.Lessee acknowledges that any failure on its part to allow such inspecƟons or tesƟng will expose Lessor to risks and potenƟally cause Lessor to incur costs not contemplated by this Lease,the extent of which will be extremely difficult to ascertain.Accordingly,should the Lessee fail to allow such inspecƟons and/or tesƟng in a Ɵmely fashion the Base Rent shall be automaƟcally increased,without any requirement for noƟce to Lessee,by an amount equal to 10%of the then exisƟng Base Rent or ,whichever is greater for the remainder to the Lease.The ParƟes agree that such increase in Base Rent represents fair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor will incur by reason of Lessee's failure to allow such inspecƟon and/or tesƟng.Such increase in Base Rent shall in no event consƟtute a waiver of Lessee's Default or Breach with respect to such failure nor preve nt the exercise of any of the other rights and remedies granted hereunder. 7.Maintenance;Repairs;UƟlity InstallaƟons;Trade Fixtures and AlteraƟons. 7.1 Lessee's ObligaƟons. (a)In General.Subject to the provisions of Paragraph 2.2 (CondiƟon),2.3 (Compliance),6.3 (Lessee's Compliance with Applicable Requirements),7.2 (Lessor's ObligaƟons),9 (Damage or DestrucƟon),and 14 (CondemnaƟon),Lessee shall,at Lessee's sole expense,keep the Premises,UƟlity InstallaƟons (intended for Lessee's exclusive use,no maƩer where located),and AlteraƟons in good order,condiƟon and repair (whether or not the porƟon of the Premises requiring repairs,or the means of repairing the same,are reasonably or readily accessible to Lessee,and whether or not the need for such repairs occurs as a result of Lessee's use,any prior use,the elements or the age of such porƟon of the Premises),including,but not limited to,all equipment or faciliƟes,such as plumbing,HVAC equipment, electrical,lighƟng faciliƟes,boilers,pressure vessels,fixtures,interior walls,interior surfaces of exterior walls,ceilings,floors,windows,doors,plate glass,and skylights but excluding any items which are the responsibility of Lessor pursuant to Paragraph 7.2.Lessee,in keeping the Premises in good order,condiƟon and repair, shall exercise and perform good maintenance pracƟces,specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below.Lessee's obligaƟons shall include restoraƟons,replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order,condiƟon and state of repair. (b)Service Contracts.Lessee shall,at Lessee's sole expense,procure and maintain contracts,with copies to Lessor,in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements,if any,if and when installed on the Premises:(i) HVAC equipment,(ii)boiler and pressure vessels,and (iii)clarifiers.However,Lessor reserves the right,upon noƟce to Lessee,to procure and maintain any or all of such service contracts,and Lessee shall reimburse Lessor,upon demand,for the cost thereof. (c)Failure to Perform.If Lessee fails to perform Lessee's obligaƟons under this Paragraph 7.1,Lessor may enter upon the Premises aŌer 10 days'prior wriƩen noƟce to Lessee (except in the case of an emergency,in which case no noƟce shall be required),perform such obligaƟons on Lessee's behalf,and put the Premises in good order,condiƟon and repair,and Lessee shall promptly pay to Lessor a sum equal to 115%of the cost thereof. (d)Replacement.Subject to Lessee's indemnificaƟon of Lessor as set forth in Paragraph 8.7 below,and without relieving Lessee of liability resulƟng from Lessee's failure to exercise and perform good maintenance pracƟces,if an item described in Paragraph 7.1(b)cannot be repaired other than at a cost which is in excess of 50%of the cost of replacing such item,then such item shall be replaced by Lessor,and the cost thereof shall be prorated between the ParƟes and Lessee shall only be obligated to pay,each month during the remainder of the term of this Lease or any extension thereof,on the date on which Base Rent is due,an amount equal to the product of mulƟplying the cost of such replacement by a fracƟon,the numerator of which is one,and the denominator of which is 144 (ie.1/144th of the cost per month).Lessee shall pay Interest on the unamorƟzed balance but may prepay its obligaƟon at any Ɵme. 7.2 Lessor's ObligaƟons.Subject to the provisions of Paragraphs 2.2 (CondiƟon),2.3 (Compliance),4.2 (Common Area OperaƟng Expenses),6 (Use),7.1 (Lessee's ObligaƟons),9 (Damage or DestrucƟon)and 14 (CondemnaƟon),Lessor,subject to reimbursement pursuant to Paragraph 4.2,shall keep in good order, condiƟon and repair the foundaƟons,exterior walls,structural condiƟon of interior bearing walls,exterior roof,fire sprinkler system,Common Area fire alarm and/or smoke detecƟon systems,fire hydrants,parking lots,walkways,parkways,driveways,landscaping,fences,signs and uƟlity systems serving the Common Areas and all parts thereof,as well as providing the services for which there is a Common Area OperaƟng Expense pursuant to Paragraph 4.2.Lessor shall not be obligated to paint the exterior or interior surfaces of exterior walls nor shall Lessor be obligated to maintain,repair or replace windows,doors or plate glass of the Premises. 7.3 UƟlity InstallaƟons;Trade Fixtures;AlteraƟons. (a)DefiniƟons.The term "UƟlity InstallaƟons"refers to all floor and window coverings,air and/or vacuum lines,power panels,electrical distribuƟon, security and fire protecƟon systems,communicaƟon cabling,lighƟng fixtures,HVAC equipment,plumbing,and fencing in or on the Premises.The term "Trade Fixtures"shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises.The term "AlteraƟons"shall mean any modificaƟon of the improvements,other than UƟlity InstallaƟons or Trade Fixtures,whether by addiƟon or deleƟon."Lessee Owned AlteraƟons and/or UƟlity InstallaƟons"are defined as AlteraƟons and/or UƟlity InstallaƟons made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). (b)Consent.Lessee shall not make any AlteraƟons or UƟlity InstallaƟons to the Premises without Lessor's prior wriƩen consent.Lessee may,however, make non-structural AlteraƟons or UƟlity InstallaƟons to the interior of the Premises (excluding the roof)without such consent but upon noƟce to Lessor,as long as they are not visible from the outside,do not involve puncturing,relocaƟng or removing the roof or any exisƟng walls,will not affect the electrical,plumbing,HVAC, and/or life safety systems,do not trigger the requirement for addiƟonal modificaƟons and/or improvements to the Premises resulƟng from Applicable Requirements, such as compliance with Title 24,and/or life safety systems,and the cumulaƟve cost thereof during this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum equal to one month's Base Rent in any one year.Notwithstanding the foregoing,Lessee shall not make or permit any roof penetraƟons and/or install anything on the roof without the prior wriƩen approval of Lessor.Lessor may,as a precondiƟon to granƟng such approval,require Lessee to uƟlize a contractor chosen and/or approved by Lessor.Any AlteraƟons or UƟlity InstallaƟons that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in wriƩen form with detailed plans.Consent shall be deemed condiƟoned upon Lessee's:(i)acquiring all applicable governmental permits,(ii)furnishing Lessor with copies of both the permits and the plans and specificaƟons prior to commencement of the work,and (iii)compliance with all condiƟons of said permits and other Applicable Requirements in a prompt and expediƟous manner.Any AlteraƟons or UƟlity InstallaƟons shall be performed in a workmanlike manner with good and sufficient materials.Lessee shall promptly upon compleƟon furnish Lessor with as-built plans and specificaƟons.For work which costs an amount in excess of one month's Base Rent,Lessor may condiƟon its consent upon Lessee providing a lien and compleƟon bond in an amount equal to 150% of the esƟmated cost of such AlteraƟon or UƟlity InstallaƟon and/or upon Lessee's posƟng an addiƟonal Security Deposit with Lessor. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 7 of 17 (c)Liens;Bonds.Lessee shall pay,when due,all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises,which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein.Lessee shall give Lessor not less than 10 days noƟce prior to the commencement of any work in,on or about the Premises,and Lessor shall have the right to post noƟces of non-responsibility.If Lessee shall contest the validity of any such lien,claim or demand,then Lessee shall,at its sole expense defend and protect itself,Lessor and the Premises against the same and shall pay and saƟsfy any such adverse judgment that may be rendered thereon before the enforcement thereof.If Lessor shall require,Lessee shall furnish a surety bond in an amount equal to 150%of the amount of such contested lien,claim or demand,indemnifying Lessor against liability for the same.If Lessor elects to parƟcipate in any such acƟon,Lessee shall pay Lessor's aƩorneys'fees and costs. 7.4 Ownership;Removal;Surrender;and RestoraƟon. (a)Ownership.Subject to Lessor's right to require removal or elect ownership as hereinaŌer provided,all AlteraƟons and UƟlity InstallaƟons made by Lessee shall be the property of Lessee,but considered a part of the Premises.Lessor may,at any Ɵme,elect in wriƟng to be the owner of all or any specified part of the Lessee Owned AlteraƟons and UƟlity InstallaƟons.Unless otherwise instructed per paragraph 7.4(b)hereof,all Lessee Owned AlteraƟons and UƟlity InstallaƟons shall,at the expiraƟon or terminaƟon of this Lease,become the property of Lessor and be surrendered by Lessee with the Premises. (b)Removal.By delivery to Lessee of wriƩen noƟce from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned AlteraƟons or UƟlity InstallaƟons be removed by the expiraƟon or terminaƟon of this Lease.Lessor may require the removal at any Ɵme of all or any part of any Lessee Owned AlteraƟons or UƟlity InstallaƟons made without the required consent. (c)Surrender;RestoraƟon.Lessee shall surrender the Premises by the ExpiraƟon Date or any earlier terminaƟon date,with all of the improvements, parts and surfaces thereof broom clean and free of debris,and in good operaƟng order,condiƟon and state of repair,ordinary wear and tear excepted."Ordinary wear and tear"shall not include any damage or deterioraƟon that would have been prevented by good maintenance pracƟce.Notwithstanding the foregoing and the provisions of Paragraph 7.1(a),if the Lessee occupies the Premises for 12 months or less,then Lessee shall surrender the Premises in the same condiƟon as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear.Lessee shall repair any damage occasioned by the installaƟon,maintenance or removal of Trade Fixtures,Lessee owned AlteraƟons and/or UƟlity InstallaƟons,furnishings,and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee,or any third party (except Hazardous Substances which were deposited via underground migraƟon from areas outside of the Project)to the level specified in Applicable Requirements.Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee.Any personal property of Lessee not removed on or before the ExpiraƟon Date or any earlier terminaƟon date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire.The failure by Lessee to Ɵmely vacate the Premises pursuant to this Paragraph 7.4(c)without the express wriƩen consent of Lessor shall consƟtute a holdover under the provisions of Paragraph 26 below. 8.Insurance;Indemnity. 8.1 Payment of Premiums.The cost of the premiums for the insurance policies required to be carried by Lessor,pursuant to Paragraphs 8.2(b),8.3(a)and 8.3(b),shall be a Common Area OperaƟng Expense.Premiums for policy periods commencing prior to,or extending beyond,the term of this Lease shall be prorated to coincide with the corresponding Start Date or ExpiraƟon Date. 8.2 Liability Insurance. (a)Carried by Lessee.Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecƟng Lessee and Lessor as an addiƟonal insured against claims for bodily injury,personal injury and property damage based upon or arising out of the ownership,use,occupancy or maintenance of the Premises and all areas appurtenant thereto.Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000.Lessee shall add Lessor as an addiƟonal insured by means of an endorsement at least as broad as the Insurance Service OrganizaƟon's "AddiƟonal Insured-Managers or Lessors of Premises"Endorsement.The policy shall not contain any intra-insured exclusions as between insured persons or organizaƟons,but shall include coverage for liability assumed under this Lease as an "insured contract"for the performance of Lessee's indemnity obligaƟons under this Lease.The limits of said insurance shall not,however,limit the liability of Lessee nor relieve Lessee of any obligaƟon hereunder. Lessee shall provide an endorsement on its liability policy(ies)which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor,whose insurance shall be considered excess insurance only. (b)Carried by Lessor.Lessor shall maintain liability insurance as described in Paragraph 8.2(a),in addiƟon to,and not in lieu of,the insurance required to be maintained by Lessee.Lessee shall not be named as an addiƟonal insured therein. 8.3 Property Insurance -Building,Improvements and Rental Value. (a)Building and Improvements.Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor,with loss payable to Lessor, any ground-lessor,and to any Lender insuring loss or damage to the Premises.The amount of such insurance shall be equal to the full insurable replacement cost of the Premises,as the same shall exist from Ɵme to Ɵme,or the amount required by any Lender,but in no event more than the commercially reasonable and available insurable value thereof.Lessee Owned AlteraƟons and UƟlity InstallaƟons,Trade Fixtures,and Lessee's personal property shall be insured by Lessee not by Lessor.If the coverage is available and commercially appropriate,such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender),including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demoliƟon,reconstrucƟon or replacement of any porƟon of the Premises as the result of a covered loss.Said policy or policies shall also contain an agreed valuaƟon provision in lieu of any coinsurance clause,waiver of subrogaƟon,and inflaƟon guard protecƟon causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S.Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located.If such insurance coverage has a deducƟble clause,the deducƟble amount shall not exceed $5,000 per occurrence. (b)Rental Value.Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender,insuring the loss of the full Rent for one year with an extended period of indemnity for an addiƟonal 180 days ("Rental Value insurance").Said insurance shall contain an agreed valuaƟon provision in lieu of any coinsurance clause,and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee,for the next 12 month period. (c)Adjacent Premises.Lessee shall pay for any increase in the premiums for the property insurance of the Building and for the Common Areas or other buildings in the Project if said increase is caused by Lessee's acts,omissions,use or occupancy of the Premises. (d)Lessee's Improvements.Since Lessor is the Insuring Party,Lessor shall not be required to insure Lessee Owned AlteraƟons and UƟlity InstallaƟons unless the item in quesƟon has become the property of Lessor under the terms of this Lease. 8.4 Lessee's Property;Business InterrupƟon Insurance;Worker's CompensaƟon Insurance. (a)Property Damage.Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property,Trade Fixtures,and Lessee Owned AlteraƟons and UƟlity InstallaƟons.Such insurance shall be full replacement cost coverage with a deducƟble of not to exceed $1,000 per occurrence.The proceeds from any such insurance shall be used by Lessee for the replacement of personal property,Trade Fixtures and Lessee Owned AlteraƟons and UƟlity InstallaƟons. (b)Business InterrupƟon.Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 8 of 17 indirect loss of earnings aƩributable to all perils commonly insured against by prudent lessees in the business of Lessee or aƩributable to prevenƟon of access to the Premises as a result of such perils. (c)Worker's CompensaƟon Insurance.Lessee shall obtain and maintain Worker's CompensaƟon Insurance in such amount as may be required by Applicable Requirements.Such policy shall include a 'Waiver of SubrogaƟon'endorsement.Lessee shall provide Lessor with a copy of such endorsement along with the cerƟficate of insurance or copy of the policy required by paragraph 8.5. (d)No RepresentaƟon of Adequate Coverage.Lessor makes no representaƟon that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee's property,business operaƟons or obligaƟons under this Lease. 8.5 Insurance Policies.Insurance required herein shall be by companies maintaining during the policy term a "General Policyholders RaƟng"of at least A-,VII, as set forth in the most current issue of "Best's Insurance Guide",or such other raƟng as may be required by a Lender.Lessee shall not do or permit to be done anything which invalidates the required insurance policies.Lessee shall,prior to the Start Date,deliver to Lessor cerƟfied copies of policies of such insurance or cerƟficates with copies of the required endorsements evidencing the existence and amounts of the required insurance.No such policy shall be cancelable or subject to modificaƟon except aŌer 30 days prior wriƩen noƟce to Lessor.Lessee shall,at least 10 days prior to the expiraƟon of such policies,furnish Lessor with evidence of renewals or "insurance binders"evidencing renewal thereof,or Lessor may increase his liability insurance coverage and charge the cost thereof to Lessee,which amount shall be payable by Lessee to Lessor upon demand.Such policies shall be for a term of at least one year,or the length of the remaining term of this Lease, whichever is less.If either Party shall fail to procure and maintain the insurance required to be carried by it,the other Party may,but shall not be required to,procure and maintain the same. 8.6 Waiver of SubrogaƟon.Without affecƟng any other rights or remedies,Lessee and Lessor each hereby release and relieve the other,and waive their enƟre right to recover damages against the other,for loss of or damage to its property arising out of or incident to the perils required to be insured against herein.The effect of such releases and waivers is not limited by the amount of insurance carried or required,or by any deducƟbles applicable hereto.The ParƟes agree to have their respecƟve property damage insurance carriers waive any right to subrogaƟon that such companies may have against Lessor or Lessee,as the case may be,so long as the insurance is not invalidated thereby. 8.7 Indemnity.Except for Lessor's gross negligence or willful misconduct,Lessee shall indemnify,protect,defend and hold harmless the Premises,Lessor and its agents,Lessor's master or ground lessor,partners and Lenders,from and against any and all claims,loss of rents and/or damages,liens,judgments,penalƟes, aƩorneys'and consultants'fees,expenses and/or liabiliƟes arising out of,involving,or in connecƟon with,a Breach of the Lease by Lessee and/or the use and/or occupancy of the Premises and/or Project by Lessee and/or by Lessee's employees,contractors or invitees .If any acƟon or proceeding is brought against Lessor by reason of any of the foregoing maƩers,Lessee shall upon noƟce defend the same at Lessee's expense by counsel reasonably saƟsfactory to Lessor and Lessor shall cooperate with Lessee in such defense.Lessor need not have first paid any such claim in order to be defended or indemnified. 8.8 ExempƟon of Lessor and its Agents from Liability.Notwithstanding the negligence or breach of this Lease by Lessor or its agents,neither Lessor nor its agents shall be liable under any circumstances for:(i)injury or damage to the person or goods,wares,merchandise or other property of Lessee,Lessee's employees, contractors,invitees,customers,or any other person in or about the Premises,whether such damage or injury is caused by or results from fire,steam,electricity,gas, water or rain,indoor air quality,the presence of mold or from the breakage,leakage,obstrucƟon or other defects of pipes,fire sprinklers,wires,appliances,plumbing, HVAC or lighƟng fixtures,or from any other cause,whether the said injury or damage results from condiƟons arising upon the Premises or upon other porƟons of the Building,or from other sources or places,(ii)any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project,or (iii)injury to Lessee's business or for any loss of income or profit therefrom.Instead,it is intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies)that Lessee is required to maintain pursuant to the provisions of paragraph 8. 8.9 Failure to Provide Insurance.Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potenƟally cause Lessor to incur costs not contemplated by this Lease,the extent of which will be extremely difficult to ascertain.Accordingly,for any month or porƟon thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or cerƟficates evidencing the existence of the required insurance,the Base Rent shall be automaƟcally increased,without any requirement for noƟce to Lessee,by an amount equal to 10%of the then exisƟng Base Rent or $100,whichever is greater.The parƟes agree that such increase in Base Rent represents fair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor will incur by reason of Lessee's failure to maintain the required insurance.Such increase in Base Rent shall in no event consƟtute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance,prevent the exercise of any of the other rights and remedies granted hereunder,nor relieve Lessee of its obligaƟon to maintain the insurance specified in this Lease. 9.Damage or DestrucƟon. 9.1 DefiniƟons. (a)"Premises ParƟal Damage"shall mean damage or destrucƟon to the improvements on the Premises,other than Lessee Owned AlteraƟons and UƟlity InstallaƟons,which can reasonably be repaired in 3 months or less from the date of the damage or destrucƟon,and the cost thereof does not exceed a sum equal to 6 month's Base Rent.Lessor shall noƟfy Lessee in wriƟng within 30 days from the date of the damage or destrucƟon as to whether or not the damage is ParƟal or Total. (b)"Premises Total DestrucƟon"shall mean damage or destrucƟon to the improvements on the Premises,other than Lessee Owned AlteraƟons and UƟlity InstallaƟons and Trade Fixtures,which cannot reasonably be repaired in 3 months or less from the date of the damage or destrucƟon and/or the cost thereof exceeds a sum equal to 6 month's Base Rent.Lessor shall noƟfy Lessee in wriƟng within 30 days from the date of the damage or destrucƟon as to whether or not the damage is ParƟal or Total. (c)"Insured Loss"shall mean damage or destrucƟon to improvements on the Premises,other than Lessee Owned AlteraƟons and UƟlity InstallaƟons and Trade Fixtures,which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a),irrespecƟve of any deducƟble amounts or coverage limits involved. (d)"Replacement Cost"shall mean the cost to repair or rebuild the improvements owned by Lessor at the Ɵme of the occurrence to their condiƟon exisƟng immediately prior thereto,including demoliƟon,debris removal and upgrading required by the operaƟon of Applicable Requirements,and without deducƟon for depreciaƟon. (e)"Hazardous Substance CondiƟon"shall mean the occurrence or discovery of a condiƟon involving the presence of,or a contaminaƟon by,a Hazardous Substance,in,on,or under the Premises which requires restoraƟon. 9.2 ParƟal Damage -Insured Loss.If a Premises ParƟal Damage that is an Insured Loss occurs,then Lessor shall,at Lessor's expense,repair such damage (but not Lessee's Trade Fixtures or Lessee Owned AlteraƟons and UƟlity InstallaƟons)as soon as reasonably possible and this Lease shall conƟnue in full force and effect; provided,however,that Lessee shall,at Lessor's elecƟon,make the repair of any damage or destrucƟon the total cost to repair of which is $10,000 or less,and,in such event,Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose.Notwithstanding the foregoing,if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair,the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said repairs.In the event,however,such shortage was due to the fact that,by reason of the unique nature of the improvements,full DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 9 of 17 replacement cost insurance coverage was not commercially reasonable and available,Lessor shall have no obligaƟon to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same,or adequate assurance thereof,within 10 days following receipt of wriƩen noƟce of such shortage and request therefor.If Lessor receives said funds or adequate assurance thereof within said 10 day period,the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect.If such funds or assurance are not received,Lessor may nevertheless elect by wriƩen noƟce to Lessee within 10 days thereaŌer to:(i)make such restoraƟon and repair as is commercially reasonable with Lessor paying any shortage in proceeds,in which case this Lease shall remain in full force and effect,or (ii)have this Lease terminate 30 days thereaŌer.Lessee shall not be enƟtled to reimbursement of any funds contributed by Lessee to repair any such damage or destrucƟon.Premises ParƟal Damage due to flood or earthquake shall be subject to Paragraph 9.3,notwithstanding that there may be some insurance coverage,but the net proceeds of any such insurance shall be made available for the repairs if made by either Party. 9.3 ParƟal Damage -Uninsured Loss.If a Premises ParƟal Damage that is not an Insured Loss occurs,unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense),Lessor may either:(i)repair such damage as soon as reasonably possible at Lessor's expense (subject to reimbursement pursuant to Paragraph 4.2),in which event this Lease shall conƟnue in full force and effect,or (ii)terminate this Lease by giving wriƩen noƟce to Lessee within 30 days aŌer receipt by Lessor of knowledge of the occurrence of such damage.Such terminaƟon shall be effecƟve 60 days following the date of such noƟce.In the event Lessor elects to terminate this Lease,Lessee shall have the right within 10 days aŌer receipt of the terminaƟon noƟce to give wriƩen noƟce to Lessor of Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor.Lessee shall provide Lessor with said funds or saƟsfactory assurance thereof within 30 days aŌer making such commitment.In such event this Lease shall conƟnue in full force and effect,and Lessor shall proceed to make such repairs as soon as reasonably possible aŌer the required funds are available.If Lessee does not make the required commitment,this Lease shall terminate as of the date specified in the terminaƟon noƟce. 9.4 Total DestrucƟon.Notwithstanding any other provision hereof,if a Premises Total DestrucƟon occurs,this Lease shall terminate 60 days following such DestrucƟon.If the damage or destrucƟon was caused by the gross negligence or willful misconduct of Lessee,Lessor shall have the right to recover Lessor's damages from Lessee,except as provided in Paragraph 8.6. 9.5 Damage Near End of Term.If at any Ɵme during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent,whether or not an Insured Loss,Lessor may terminate this Lease effecƟve 60 days following the date of occurrence of such damage by giving a wriƩen terminaƟon noƟce to Lessee within 30 days aŌer the date of occurrence of such damage.Notwithstanding the foregoing,if Lessee at that Ɵme has an exercisable opƟon to extend this Lease or to purchase the Premises,then Lessee may preserve this Lease by,(a)exercising such opƟon and (b)providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof)needed to make the repairs on or before the earlier of (i)the date which is 10 days aŌer Lessee's receipt of Lessor's wriƩen noƟce purporƟng to terminate this Lease,or (ii)the day prior to the date upon which such opƟon expires.If Lessee duly exercises such opƟon during such period and provides Lessor with funds (or adequate assurance thereof)to cover any shortage in insurance proceeds,Lessor shall,at Lessor's commercially reasonable expense,repair such damage as soon as reasonably possible and this Lease shall conƟnue in full force and effect.If Lessee fails to exercise such opƟon and provide such funds or assurance during such period,then this Lease shall terminate on the date specified in the terminaƟon noƟce and Lessee's opƟon shall be exƟnguished. 9.6 Abatement of Rent;Lessee's Remedies. (a)Abatement.In the event of Premises ParƟal Damage or Premises Total DestrucƟon or a Hazardous Substance CondiƟon for which Lessee is not responsible under this Lease,the Rent payable by Lessee for the period required for the repair,remediaƟon or restoraƟon of such damage shall be abated in proporƟon to the degree to which Lessee's use of the Premises is impaired,but not to exceed the proceeds received from the Rental Value insurance.All other obligaƟons of Lessee hereunder shall be performed by Lessee,and Lessor shall have no liability for any such damage,destrucƟon,remediaƟon,repair or restoraƟon except as provided herein. (b)Remedies.If Lessor is obligated to repair or restore the Premises and does not commence,in a substanƟal and meaningful way,such repair or restoraƟon within 90 days aŌer such obligaƟon shall accrue,Lessee may,at any Ɵme prior to the commencement of such repair or restoraƟon,give wriƩen noƟce to Lessor and to any Lenders of which Lessee has actual noƟce,of Lessee's elecƟon to terminate this Lease on a date not less than 60 days following the giving of such noƟce.If Lessee gives such noƟce and such repair or restoraƟon is not commenced within 30 days thereaŌer,this Lease shall terminate as of the date specified in said noƟce.If the repair or restoraƟon is commenced within such 30 days,this Lease shall conƟnue in full force and effect."Commence"shall mean either the uncondiƟonal authorizaƟon of the preparaƟon of the required plans,or the beginning of the actual work on the Premises,whichever first occurs. 9.7 TerminaƟon;Advance Payments.Upon terminaƟon of this Lease pursuant to Paragraph 6.2(g)or Paragraph 9,an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor.Lessor shall,in addiƟon,return to Lessee so much of Lessee's Security Deposit as has not been,or is not then required to be,used by Lessor. 10.Real Property Taxes. 10.1 DefiniƟon.As used herein,the term "Real Property Taxes"shall include any form of assessment;real estate,general,special,ordinary or extraordinary,or rental levy or tax (other than inheritance,personal income or estate taxes);improvement bond;and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Project,Lessor's right to other income therefrom,and/or Lessor's business of leasing,by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Project address.The term "Real Property Taxes"shall also include any tax,fee,levy,assessment or charge,or any increase therein:(i)imposed by reason of events occurring during the term of this Lease,including but not limited to,a change in the ownership of the Project,(ii)a change in the improvements thereon,and/or (iii)levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. In calculaƟng Real Property Taxes for any calendar year,the Real Property Taxes for any real estate tax year shall be included in the calculaƟon of Real Property Taxes for such calendar year based upon the number of days which such calendar year and tax year have in common. 10.2 Payment of Taxes.Except as otherwise provided in Paragraph 10.3,Lessor shall pay the Real Property Taxes applicable to the Project,and said payments shall be included in the calculaƟon of Common Area OperaƟng Expenses in accordance with the provisions of Paragraph 4.2. 10.3 AddiƟonal Improvements.Common Area OperaƟng Expenses shall not include Real Property Taxes specified in the tax assessor's records and work sheets as being caused by addiƟonal improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees.Notwithstanding Paragraph 10.2 hereof,Lessee shall,however,pay to Lessor at the Ɵme Common Area OperaƟng Expenses are payable under Paragraph 4.2,the enƟrety of any increase in Real Property Taxes if assessed solely by reason of AlteraƟons,Trade Fixtures or UƟlity InstallaƟons placed upon the Premises by Lessee or at Lessee's request or by reason of any alteraƟons or improvements to the Premises made by Lessor subsequent to the execuƟon of this Lease by the ParƟes. 10.4 Joint Assessment.If the Building is not separately assessed,Real Property Taxes allocated to the Building shall be an equitable proporƟon of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed,such proporƟon to be determined by Lessor from the respecƟve valuaƟons assigned in the assessor's work sheets or such other informaƟon as may be reasonably available.Lessor's reasonable determinaƟon thereof,in good faith, shall be conclusive. 10.5 Personal Property Taxes.Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned AlteraƟons and UƟlity DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 t e; j eJ ~ ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 10 of 17 InstallaƟons,Trade Fixtures,furnishings,equipment and all personal property of Lessee contained in the Premises.When possible,Lessee shall cause its Lessee Owned AlteraƟons and UƟlity InstallaƟons,Trade Fixtures,furnishings,equipment and all other personal property to be assessed and billed separately from the real property of Lessor.If any of Lessee's said property shall be assessed with Lessor's real property,Lessee shall pay Lessor the taxes aƩributable to Lessee's property within 10 days aŌer receipt of a wriƩen statement seƫng forth the taxes applicable to Lessee's property. 11.UƟliƟes and Services.Lessee shall pay for all water,gas,heat,light,power,telephone,trash disposal and other uƟliƟes and services supplied to the Premises, together with any taxes thereon.Notwithstanding the provisions of Paragraph 4.2,if at any Ɵme in Lessor's sole judgment,Lessor determines that Lessee is using a disproporƟonate amount of water,electricity or other commonly metered uƟliƟes,or that Lessee is generaƟng such a large volume of trash as to require an increase in the size of the trash receptacle and/or an increase in the number of Ɵmes per month that it is empƟed,then Lessor may increase Lessee's Base Rent by an amount equal to such increased costs.There shall be no abatement of Rent and Lessor shall not be liable in any respect whatsoever for the inadequacy,stoppage,interrupƟon or disconƟnuance of any uƟlity or service due to riot,strike,labor dispute,breakdown,accident,repair or other cause beyond Lessor's reasonable control or in cooperaƟon with governmental request or direcƟons. Within fiŌeen days of Lessor’s wriƩen request,Lessee agrees to deliver to Lessor such informaƟon,documents and/or authorizaƟon as Lessor needs in order for Lessor to comply with new or exisƟng Applicable Requirements relaƟng to commercial building energy usage,raƟngs,and/or the reporƟng thereof. 12.Assignment and Subleƫng. 12.1 Lessor's Consent Required. (a)Lessee shall not voluntarily or by operaƟon of law assign,transfer,mortgage or encumber (collecƟvely,"assign or assignment")or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior wriƩen consent. (b)Unless Lessee is a corporaƟon and its stock is publicly traded on a naƟonal stock exchange,a change in the control of Lessee shall consƟtute an assignment requiring consent.The transfer,on a cumulaƟve basis,of 25%or more of the voƟng control of Lessee shall consƟtute a change in control for this purpose. (c)The involvement of Lessee or its assets in any transacƟon,or series of transacƟons (by way of merger,sale,acquisiƟon,financing,transfer,leveraged buy-out or otherwise),whether or not a formal assignment or hypothecaƟon of this Lease or Lessee's assets occurs,which results or will result in a reducƟon of the Net Worth of Lessee by an amount greater than 25%of such Net Worth as it was represented at the Ɵme of the execuƟon of this Lease or at the Ɵme of the most recent assignment to which Lessor has consented,or as it exists immediately prior to said transacƟon or transacƟons consƟtuƟng such reducƟon,whichever was or is greater,shall be considered an assignment of this Lease to which Lessor may withhold its consent."Net Worth of Lessee"shall mean the net worth of Lessee (excluding any guarantors)established under generally accepted accounƟng principles. (d)An assignment or subleƫng without consent shall,at Lessor's opƟon,be a Default curable aŌer noƟce per Paragraph 13.1(d),or a noncurable Breach without the necessity of any noƟce and grace period.If Lessor elects to treat such unapproved assignment or subleƫng as a noncurable Breach,Lessor may either:(i) terminate this Lease,or (ii)upon 30 days wriƩen noƟce,increase the monthly Base Rent to 110%of the Base Rent then in effect.Further,in the event of such Breach and rental adjustment,(i)the purchase price of any opƟon to purchase the Premises held by Lessee shall be subject to similar adjustment to 110%of the price previously in effect,and (ii)all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110%of the scheduled adjusted rent. (e)Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injuncƟve relief. (f)Lessor may reasonably withhold consent to a proposed assignment or subleƫng if Lessee is in Default at the Ɵme consent is requested. (g)Notwithstanding the foregoing,allowing a de minimis porƟon of the Premises,ie.20 square feet or less,to be used by a third party vendor in connecƟon with the installaƟon of a vending machine or payphone shall not consƟtute a subleƫng. 12.2 Terms and CondiƟons Applicable to Assignment and Subleƫng. (a)Regardless of Lessor's consent,no assignment or subleƫng shall :(i)be effecƟve without the express wriƩen assumpƟon by such assignee or sublessee of the obligaƟons of Lessee under this Lease,(ii)release Lessee of any obligaƟons hereunder,or (iii)alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligaƟons to be performed by Lessee. (b)Lessor may accept Rent or performance of Lessee's obligaƟons from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall consƟtute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach. (c)Lessor's consent to any assignment or subleƫng shall not consƟtute a consent to any subsequent assignment or subleƫng. (d)In the event of any Default or Breach by Lessee,Lessor may proceed directly against Lessee,any Guarantors or anyone else responsible for the performance of Lessee's obligaƟons under this Lease,including any assignee or sublessee,without first exhausƟng Lessor's remedies against any other person or enƟty responsible therefor to Lessor,or any security held by Lessor. (e)Each request for consent to an assignment or subleƫng shall be in wriƟng,accompanied by informaƟon relevant to Lessor's determinaƟon as to the financial and operaƟonal responsibility and appropriateness of the proposed assignee or sublessee,including but not limited to the intended use and/or required modificaƟon of the Premises,if any,together with a fee of $500 as consideraƟon for Lessor's considering and processing said request.Lessee agrees to provide Lessor with such other or addiƟonal informaƟon and/or documentaƟon as may be reasonably requested.(See also Paragraph 36) (f)Any assignee of,or sublessee under,this Lease shall,by reason of accepƟng such assignment,entering into such sublease,or entering into possession of the Premises or any porƟon thereof,be deemed to have assumed and agreed to conform and comply with each and every term,covenant,condiƟon and obligaƟon herein to be observed or performed by Lessee during the term of said assignment or sublease,other than such obligaƟons as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in wriƟng. (g)Lessor's consent to any assignment or subleƫng shall not transfer to the assignee or sublessee any OpƟon granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in wriƟng.(See Paragraph 39.2) 12.3 AddiƟonal Terms and CondiƟons Applicable to Subleƫng.The following terms and condiƟons shall apply to any subleƫng by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (a)Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease,and Lessor may collect such Rent and apply same toward Lessee's obligaƟons under this Lease;provided,however,that unƟl a Breach shall occur in the performance of Lessee's obligaƟons,Lessee may collect said Rent.In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligaƟons any such excess shall be refunded to Lessee.Lessor shall not,by reason of the foregoing or any assignment of such sublease,nor by reason of the collecƟon of Rent,be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligaƟons to such sublessee.Lessee hereby irrevocably authorizes and directs any such sublessee,upon receipt of a wriƩen noƟce from Lessor staƟng that a Breach exists in the performance of Lessee's obligaƟons under this Lease,to pay to Lessor all Rent due and to become due under the sublease.Sublessee shall rely upon any such noƟce from Lessor and shall pay all Rents to Lessor without any obligaƟon or right to inquire as to whether such Breach exists,notwithstanding any claim from Lessee to the contrary. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 11 of 17 (b)In the event of a Breach by Lessee,Lessor may,at its opƟon,require sublessee to aƩorn to Lessor,in which event Lessor shall undertake the obligaƟons of the sublessor under such sublease from the Ɵme of the exercise of said opƟon to the expiraƟon of such sublease;provided,however,Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. (c)Any maƩer requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d)No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior wriƩen consent. (e)Lessor shall deliver a copy of any noƟce of Default or Breach by Lessee to the sublessee,who shall have the right to cure the Default of Lessee within the grace period,if any,specified in such noƟce.The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee. 13.Default;Breach;Remedies. 13.1 Default;Breach.A "Default"is defined as a failure by the Lessee to comply with or perform any of the terms,covenants,condiƟons or Rules and RegulaƟons under this Lease.A "Breach"is defined as the occurrence of one or more of the following Defaults,and the failure of Lessee to cure such Default within any applicable grace period: (a)The abandonment of the Premises;or the vacaƟng of the Premises without providing a commercially reasonable level of security,or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof,or without providing reasonable assurances to minimize potenƟal vandalism. (b)The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder,whether to Lessor or to a third party,when due,to provide reasonable evidence of insurance or surety bond,or to fulfill any obligaƟon under this Lease which endangers or threatens life or property,where such failure conƟnues for a period of 3 business days following wriƩen noƟce to Lessee.THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS,INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES. (c)The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste,act or acts consƟtuƟng public or private nuisance,and/or an illegal acƟvity on the Premises by Lessee,where such acƟons conƟnue for a period of 3 business days following wriƩen noƟce to Lessee.In the event that Lessee commits waste,a nuisance or an illegal acƟvity a second Ɵme then,the Lessor may elect to treat such conduct as a non-curable Breach rather than a Default. (d)The failure by Lessee to provide (i)reasonable wriƩen evidence of compliance with Applicable Requirements,(ii)the service contracts,(iii)the rescission of an unauthorized assignment or subleƫng,(iv)an Estoppel CerƟficate or financial statements,(v)a requested subordinaƟon,(vi)evidence concerning any guaranty and/or Guarantor,(vii)any document requested under Paragraph 41,(viii)material safety data sheets (MSDS),or (ix)any other documentaƟon or informaƟon which Lessor may reasonably require of Lessee under the terms of this Lease,where any such failure conƟnues for a period of 10 days following wriƩen noƟce to Lessee. (e)A Default by Lessee as to the terms,covenants,condiƟons or provisions of this Lease,or of the rules adopted under Paragraph 2.9 hereof,other than those described in subparagraphs 13.1(a),(b),(c)or (d),above,where such Default conƟnues for a period of 30 days aŌer wriƩen noƟce;provided,however,that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure,then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereaŌer diligently prosecutes such cure to compleƟon. (f)The occurrence of any of the following events:(i)the making of any general arrangement or assignment for the benefit of creditors;(ii)becoming a "debtor"as defined in 11 U.S.C.§101 or any successor statute thereto (unless,in the case of a peƟƟon filed against Lessee,the same is dismissed within 60 days);(iii) the appointment of a trustee or receiver to take possession of substanƟally all of Lessee's assets located at the Premises or of Lessee's interest in this Lease,where possession is not restored to Lessee within 30 days;or (iv)the aƩachment,execuƟon or other judicial seizure of substanƟally all of Lessee's assets located at the Premises or of Lessee's interest in this Lease,where such seizure is not discharged within 30 days;provided,however,in the event that any provision of this subparagraph is contrary to any applicable law,such provision shall be of no force or effect,and not affect the validity of the remaining provisions. (g)The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false. (h)If the performance of Lessee's obligaƟons under this Lease is guaranteed:(i)the death of a Guarantor,(ii)the terminaƟon of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty,(iii)a Guarantor's becoming insolvent or the subject of a bankruptcy filing,(iv)a Guarantor's refusal to honor the guaranty,or (v)a Guarantor's breach of its guaranty obligaƟon on an anƟcipatory basis,and Lessee's failure,within 60 days following wriƩen noƟce of any such event,to provide wriƩen alternaƟve assurance or security,which,when coupled with the then exisƟng resources of Lessee,equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the Ɵme of execuƟon of this Lease. 13.2 Remedies.If Lessee fails to perform any of its affirmaƟve duƟes or obligaƟons,within 10 days aŌer wriƩen noƟce (or in case of an emergency,without noƟce),Lessor may,at its opƟon,perform such duty or obligaƟon on Lessee's behalf,including but not limited to the obtaining of reasonably required bonds, insurance policies,or governmental licenses,permits or approvals.Lessee shall pay to Lessor an amount equal to 115%of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor.In the event of a Breach,Lessor may,with or without further noƟce or demand,and without limiƟng Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach: (a)Terminate Lessee's right to possession of the Premises by any lawful means,in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor.In such event Lessor shall be enƟtled to recover from Lessee:(i)the unpaid Rent which had been earned at the Ɵme of terminaƟon; (ii)the worth at the Ɵme of award of the amount by which the unpaid rent which would have been earned aŌer terminaƟon unƟl the Ɵme of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided;(iii)the worth at the Ɵme of award of the amount by which the unpaid rent for the balance of the term aŌer the Ɵme of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided;and (iv)any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligaƟons under this Lease or which in the ordinary course of things would be likely to result therefrom,including but not limited to the cost of recovering possession of the Premises,expenses of releƫng,including necessary renovaƟon and alteraƟon of the Premises,reasonable aƩorneys'fees,and that porƟon of any leasing commission paid by Lessor in connecƟon with this Lease applicable to the unexpired term of this Lease.The worth at the Ɵme of award of the amount referred to in provision (iii)of the immediately preceding sentence shall be computed by discounƟng such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the Ɵme of award plus one percent.Efforts by Lessor to miƟgate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise enƟtled.If terminaƟon of this Lease is obtained through the provisional remedy of unlawful detainer,Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein,or Lessor may reserve the right to recover all or any part thereof in a separate suit.If a noƟce and grace period required under Paragraph 13.1 was not previously given,a noƟce to pay rent or quit,or to perform or quit given to Lessee under the unlawful detainer statute shall also consƟtute the noƟce required by Paragraph 13.1.In such case,the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently,and the failure of Lessee to cure the Default within the greater of the two such grace periods shall consƟtute both an unlawful detainer and a Breach of this Lease enƟtling Lessor to the remedies provided for in this Lease and/or by said statute. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 12 of 17 (b)ConƟnue the Lease and Lessee's right to possession and recover the Rent as it becomes due,in which event Lessee may sublet or assign,subject only to reasonable limitaƟons.Acts of maintenance,efforts to relet,and/or the appointment of a receiver to protect the Lessor's interests,shall not consƟtute a terminaƟon of the Lessee's right to possession. (c)Pursue any other remedy now or hereaŌer available under the laws or judicial decisions of the state wherein the Premises are located.The expiraƟon or terminaƟon of this Lease and/or the terminaƟon of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to maƩers occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises. 13.3 Inducement Recapture.Any agreement for free or abated rent or other charges,the cost of tenant improvements for Lessee paid for or performed by Lessor,or for the giving or paying by Lessor to or for Lessee of any cash or other bonus,inducement or consideraƟon for Lessee's entering into this Lease,all of which concessions are hereinaŌer referred to as "Inducement Provisions,"shall be deemed condiƟoned upon Lessee's full and faithful performance of all of the terms, covenants and condiƟons of this Lease.Upon Breach of this Lease by Lessee,any such Inducement Provision shall automaƟcally be deemed deleted from this Lease and of no further force or effect,and any rent,other charge,bonus,inducement or consideraƟon theretofore abated,given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor,notwithstanding any subsequent cure of said Breach by Lessee.The acceptance by Lessor of rent or the cure of the Breach which iniƟated the operaƟon of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in wriƟng by Lessor at the Ɵme of such acceptance. 13.4 Late Charges.Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease,the exact amount of which will be extremely difficult to ascertain.Such costs include,but are not limited to,processing and accounƟng charges,and late charges which may be imposed upon Lessor by any Lender.Accordingly,if any Rent shall not be received by Lessor within 5 days aŌer such amount shall be due,then,without any requirement for noƟce to Lessee,Lessee shall immediately pay to Lessor a one-Ɵme late charge equal to 10%of each such overdue amount or $100,whichever is greater.The parƟes hereby agree that such late charge represents a fair and reasonable esƟmate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event consƟtute a waiver of Lessee's Default or Breach with respect to such overdue amount,nor prevent the exercise of any of the other rights and remedies granted hereunder.In the event that a late charge is payable hereunder,whether or not collected,for 3 consecuƟve installments of Base Rent,then notwithstanding any provision of this Lease to the contrary,Base Rent shall,at Lessor's opƟon,become due and payable quarterly in advance. 13.5 Interest.Any monetary payment due Lessor hereunder,other than late charges,not received by Lessor,when due shall bear interest from the 31st day aŌer it was due.The interest ("Interest")charged shall be computed at the rate of 10%per annum but shall not exceed the maximum rate allowed by law.Interest is payable in addiƟon to the potenƟal late charge provided for in Paragraph 13.4. 13.6 Breach by Lessor. (a)NoƟce of Breach.Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable Ɵme to perform an obligaƟon required to be performed by Lessor.For purposes of this Paragraph,a reasonable Ɵme shall in no event be less than 30 days aŌer receipt by Lessor,and any Lender whose name and address shall have been furnished to Lessee in wriƟng for such purpose,of wriƩen noƟce specifying wherein such obligaƟon of Lessor has not been performed; provided,however,that if the nature of Lessor's obligaƟon is such that more than 30 days are reasonably required for its performance,then Lessor shall not be in breach if performance is commenced within such 30 day period and thereaŌer diligently pursued to compleƟon. (b)Performance by Lessee on Behalf of Lessor.In the event that neither Lessor nor Lender cures said breach within 30 days aŌer receipt of said noƟce, or if having commenced said cure they do not diligently pursue it to compleƟon,then Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure,provided however,that such offset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit,reserving Lessee's right to reimbursement from Lessor for any such expense in excess of such offset.Lessee shall document the cost of said cure and supply said documentaƟon to Lessor. 14.CondemnaƟon.If the Premises or any porƟon thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collecƟvely "CondemnaƟon"),this Lease shall terminate as to the part taken as of the date the condemning authority takes Ɵtle or possession,whichever first occurs. If more than 10%of the floor area of the Unit,or more than 25%of the parking spaces is taken by CondemnaƟon,Lessee may,at Lessee's opƟon,to be exercised in wriƟng within 10 days aŌer Lessor shall have given Lessee wriƩen noƟce of such taking (or in the absence of such noƟce,within 10 days aŌer the condemning authority shall have taken possession)terminate this Lease as of the date the condemning authority takes such possession.If Lessee does not terminate this Lease in accordance with the foregoing,this Lease shall remain in full force and effect as to the porƟon of the Premises remaining,except that the Base Rent shall be reduced in proporƟon to the reducƟon in uƟlity of the Premises caused by such CondemnaƟon.CondemnaƟon awards and/or payments shall be the property of Lessor, whether such award shall be made as compensaƟon for diminuƟon in value of the leasehold,the value of the part taken,or for severance damages;provided, however,that Lessee shall be enƟtled to any compensaƟon paid by the condemnor for Lessee's relocaƟon expenses,loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph.All AlteraƟons and UƟlity InstallaƟons made to the Premises by Lessee,for purposes of CondemnaƟon only,shall be considered the property of the Lessee and Lessee shall be enƟtled to any and all compensaƟon which is payable therefor.In the event that this Lease is not terminated by reason of the CondemnaƟon,Lessor shall repair any damage to the Premises caused by such CondemnaƟon. 15.Brokerage Fees. 15.1 AddiƟonal Commission.In addiƟon to the payments owed pursuant to Paragraph 1.10 above,Lessor agrees that:(a)if Lessee exercises any OpƟon,(b)if Lessee or anyone affiliated with Lessee acquires from Lessor any rights to the Premises or other premises owned by Lessor and located within the Project,(c)if Lessee remains in possession of the Premises,with the consent of Lessor,aŌer the expiraƟon of this Lease,or (d)if Base Rent is increased,whether by agreement or operaƟon of an escalaƟon clause herein,then,Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers in effect at the Ɵme the Lease was executed.The provisions of this paragraph are intended to supersede the provisions of any earlier agreement to the contrary. 15.2 AssumpƟon of ObligaƟons.Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligaƟon hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10,15,22 and 31.If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due,then such amounts shall accrue Interest.In addiƟon,if Lessor fails to pay any amounts to Lessee's Broker when due,Lessee's Broker may send wriƩen noƟce to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days aŌer said noƟce,Lessee shall pay said monies to its Broker and offset such amounts against Rent.In addiƟon,Lessee's Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker for the limited purpose of collecƟng any brokerage fee owed. 15.3 RepresentaƟons and IndemniƟes of Broker RelaƟonships.Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person,firm,broker,agent or finder (other than the Brokers and Agents,if any)in connecƟon with this Lease,and that no one other than said named Brokers and Agents is enƟtled to any commission or finder's fee in connecƟon herewith.Lessee and Lessor do each hereby agree to indemnify,protect,defend and hold the other harmless from and against liability for compensaƟon or charges which may be claimed by any such unnamed broker,finder or other similar party by reason of any DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 13 of 17 dealings or acƟons of the indemnifying Party,including any costs,expenses,aƩorneys'fees reasonably incurred with respect thereto. 16.Estoppel CerƟficates. (a)Each Party (as "Responding Party")shall within 10 days aŌer wriƩen noƟce from the other Party (the "RequesƟng Party")execute,acknowledge and deliver to the RequesƟng Party a statement in wriƟng in form similar to the then most current "Estoppel CerƟficate"form published BY AIR CRE,plus such addiƟonal informaƟon,confirmaƟon and/or statements as may be reasonably requested by the RequesƟng Party. (b)If the Responding Party shall fail to execute or deliver the Estoppel CerƟficate within such 10 day period,the RequesƟng Party may execute an Estoppel CerƟficate staƟng that:(i)the Lease is in full force and effect without modificaƟon except as may be represented by the RequesƟng Party,(ii)there are no uncured defaults in the RequesƟng Party's performance,and (iii)if Lessor is the RequesƟng Party,not more than one month's rent has been paid in advance. ProspecƟve purchasers and encumbrancers may rely upon the RequesƟng Party's Estoppel CerƟficate,and the Responding Party shall be estopped from denying the truth of the facts contained in said CerƟficate.In addiƟon,Lessee acknowledges that any failure on its part to provide such an Estoppel CerƟficate will expose Lessor to risks and potenƟally cause Lessor to incur costs not contemplated by this Lease,the extent of which will be extremely difficult to ascertain.Accordingly,should the Lessee fail to execute and/or deliver a requested Estoppel CerƟficate in a Ɵmely fashion the monthly Base Rent shall be automaƟcally increased,without any requirement for noƟce to Lessee,by an amount equal to 10%of the then exisƟng Base Rent or $100,whichever is greater for remainder of the Lease.The ParƟes agree that such increase in Base Rent represents fair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel CerƟficate.Such increase in Base Rent shall in no event consƟtute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel CerƟficate nor prevent the exercise of any of the other rights and remedies granted hereunder. (c)If Lessor desires to finance,refinance,or sell the Premises,or any part thereof,Lessee and all Guarantors shall within 10 days aŌer wriƩen noƟce from Lessor deliver to any potenƟal lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years.All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. 17.DefiniƟon of Lessor.The term "Lessor"as used herein shall mean the owner or owners at the Ɵme in quesƟon of the fee Ɵtle to the Premises,or,if this is a sublease,of the Lessee's interest in the prior lease.In the event of a transfer of Lessor's Ɵtle or interest in the Premises or this Lease,Lessor shall deliver to the transferee or assignee (in cash or by credit)any unused Security Deposit held by Lessor.Upon such transfer or assignment and delivery of the Security Deposit,as aforesaid,the prior Lessor shall be relieved of all liability with respect to the obligaƟons and/or covenants under this Lease thereaŌer to be performed by the Lessor. Subject to the foregoing,the obligaƟons and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. 18.Severability.The invalidity of any provision of this Lease,as determined by a court of competent jurisdicƟon,shall in no way affect the validity of any other provision hereof. 19.Days.Unless otherwise specifically indicated to the contrary,the word "days"as used in this Lease shall mean and refer to calendar days. 20.LimitaƟon on Liability.The obligaƟons of Lessor under this Lease shall not consƟtute personal obligaƟons of Lessor,or its partners,members,directors,officers or shareholders,and Lessee shall look to the Premises,and to no other assets of Lessor,for the saƟsfacƟon of any liability of Lessor with respect to this Lease,and shall not seek recourse against Lessor's partners,members,directors,officers or shareholders,or any of their personal assets for such saƟsfacƟon. 21.Time of Essence.Time is of the essence with respect to the performance of all obligaƟons to be performed or observed by the ParƟes under this Lease. 22.No Prior or Other Agreements;Broker Disclaimer.This Lease contains all agreements between the ParƟes with respect to any maƩer menƟoned herein,and no other prior or contemporaneous agreement or understanding shall be effecƟve.Lessor and Lessee each represents and warrants to the Brokers that it has made,and is relying solely upon,its own invesƟgaƟon as to the nature,quality,character and financial responsibility of the other Party to this Lease and as to the use,nature, quality and character of the Premises.Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. 23.NoƟces. 23.1 NoƟce Requirements.All noƟces required or permiƩed by this Lease or applicable law shall be in wriƟng and may be delivered in person (by hand or by courier)or may be sent by regular,cerƟfied or registered mail or U.S.Postal Service Express Mail,with postage prepaid,or by facsimile transmission,or by email,and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23.The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of noƟces.Either Party may by wriƩen noƟce to the other specify a different address for noƟce,except that upon Lessee's taking possession of the Premises,the Premises shall consƟtute Lessee's address for noƟce.A copy of all noƟces to Lessor shall be concurrently transmiƩed to such party or parƟes at such addresses as Lessor may from Ɵme to Ɵme hereaŌer designate in wriƟng. 23.2 Date of NoƟce.Any noƟce sent by registered or cerƟfied mail,return receipt requested,shall be deemed given on the date of delivery shown on the receipt card,or if no delivery date is shown,the postmark thereon.If sent by regular mail the noƟce shall be deemed given 72 hours aŌer the same is addressed as required herein and mailed with postage prepaid.NoƟces delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours aŌer delivery of the same to the Postal Service or courier.NoƟces delivered by hand,or transmiƩed by facsimile transmission or by email shall be deemed delivered upon actual receipt.If noƟce is received on a Saturday,Sunday or legal holiday,it shall be deemed received on the next business day. 23.3 OpƟons.Notwithstanding the foregoing,in order to exercise any OpƟons (see paragraph 39),the NoƟce must be sent by CerƟfied Mail (return receipt requested),Express Mail (signature required),courier (signature required)or some other methodology that provides a receipt establishing the date the noƟce was received by the Lessor. 24.Waivers. (a)No waiver by Lessor of the Default or Breach of any term,covenant or condiƟon hereof by Lessee,shall be deemed a waiver of any other term, covenant or condiƟon hereof,or of any subsequent Default or Breach by Lessee of the same or of any other term,covenant or condiƟon hereof.Lessor's consent to, or approval of,any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to,or approval of,any subsequent or similar act by Lessee,or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. (b)The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee.Any payment by Lessee may be accepted by Lessor on account of monies or damages due Lessor,notwithstanding any qualifying statements or condiƟons made by Lessee in connecƟon therewith,which such statements and/or condiƟons shall be of no force or effect whatsoever unless specifically agreed to in wriƟng by Lessor at or before the Ɵme of deposit of such payment. (c)THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 14 of 17 25.Disclosures Regarding The Nature of a Real Estate Agency RelaƟonship. (a)When entering into a discussion with a real estate agent regarding a real estate transacƟon,a Lessor or Lessee should from the outset understand what type of agency relaƟonship or representaƟon it has with the agent or agents in the transacƟon.Lessor and Lessee acknowledge being advised by the Brokers in this transacƟon,as follows: (i)Lessor's Agent.A Lessor's agent under a lisƟng agreement with the Lessor acts as the agent for the Lessor only.A Lessor's agent or subagent has the following affirmaƟve obligaƟons:To the Lessor:A fiduciary duty of utmost care,integrity,honesty,and loyalty in dealings with the Lessor.To the Lessee and the Lessor:(a)Diligent exercise of reasonable skills and care in performance of the agent's duƟes.(b)A duty of honest and fair dealing and good faith.(c)A duty to disclose all facts known to the agent materially affecƟng the value or desirability of the property that are not known to,or within the diligent aƩenƟon and observaƟon of,the ParƟes.An agent is not obligated to reveal to either Party any confidenƟal informaƟon obtained from the other Party which does not involve the affirmaƟve duƟes set forth above. (ii)Lessee's Agent.An agent can agree to act as agent for the Lessee only.In these situaƟons,the agent is not the Lessor's agent,even if by agreement the agent may receive compensaƟon for services rendered,either in full or in part from the Lessor.An agent acƟng only for a Lessee has the following affirmaƟve obligaƟons.To the Lessee:A fiduciary duty of utmost care,integrity,honesty,and loyalty in dealings with the Lessee.To the Lessee and the Lessor:(a) Diligent exercise of reasonable skills and care in performance of the agent's duƟes.(b)A duty of honest and fair dealing and good faith.(c)A duty to disclose all facts known to the agent materially affecƟng the value or desirability of the property that are not known to,or within the diligent aƩenƟon and observaƟon of,the ParƟes. An agent is not obligated to reveal to either Party any confidenƟal informaƟon obtained from the other Party which does not involve the affirmaƟve duƟes set forth above. (iii)Agent RepresenƟng Both Lessor and Lessee.A real estate agent,either acƟng directly or through one or more associate licenses,can legally be the agent of both the Lessor and the Lessee in a transacƟon,but only with the knowledge and consent of both the Lessor and the Lessee.In a dual agency situaƟon, the agent has the following affirmaƟve obligaƟons to both the Lessor and the Lessee:(a)A fiduciary duty of utmost care,integrity,honesty and loyalty in the dealings with either Lessor or the Lessee.(b)Other duƟes to the Lessor and the Lessee as stated above in subparagraphs (i)or (ii).In represenƟng both Lessor and Lessee,the agent may not,without the express permission of the respecƟve Party,disclose to the other Party confidenƟal informaƟon,including,but not limited to,facts relaƟng to either Lessee’s or Lessor’s financial posiƟon,moƟvaƟons,bargaining posiƟon,or other personal informaƟon that may impact rent,including Lessor’s willingness to accept a rent less than the lisƟng rent or Lessee’s willingness to pay rent greater than the rent offered.The above duƟes of the agent in a real estate transacƟon do not relieve a Lessor or Lessee from the responsibility to protect their own interests.Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transacƟon.A real estate agent is a person qualified to advise about real estate.If legal or tax advice is desired,consult a competent professional.Both Lessor and Lessee should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transacƟon can be complex and subject to change. (b)Brokers have no responsibility with respect to any default or breach hereof by either Party.The ParƟes agree that no lawsuit or other legal proceeding involving any breach of duty,error or omission relaƟng to this Lease may be brought against Broker more than one year aŌer the Start Date and that the liability (including court costs and aƩorneys'fees),of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease;provided,however,that the foregoing limitaƟon on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. (c)Lessor and Lessee agree to idenƟfy to Brokers as "ConfidenƟal"any communicaƟon or informaƟon given Brokers that is considered by such Party to be confidenƟal. 26.No Right To Holdover.Lessee has no right to retain possession of the Premises or any part thereof beyond the expiraƟon or terminaƟon of this Lease.In the event that Lessee holds over,then the Base Rent shall be increased to 150%of the Base Rent applicable immediately preceding the expiraƟon or terminaƟon. Holdover Base Rent shall be calculated on monthly basis.Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee. 27.CumulaƟve Remedies.No remedy or elecƟon hereunder shall be deemed exclusive but shall,wherever possible,be cumulaƟve with all other remedies at law or in equity. 28.Covenants and CondiƟons;ConstrucƟon of Agreement.All provisions of this Lease to be observed or performed by Lessee are both covenants and condiƟons. In construing this Lease,all headings and Ɵtles are for the convenience of the ParƟes only and shall not be considered a part of this Lease.Whenever required by the context,the singular shall include the plural and vice versa.This Lease shall not be construed as if prepared by one of the ParƟes,but rather according to its fair meaning as a whole,as if both ParƟes had prepared it. 29.Binding Effect;Choice of Law.This Lease shall be binding upon the ParƟes,their personal representaƟves,successors and assigns and be governed by the laws of the State in which the Premises are located.Any liƟgaƟon between the ParƟes hereto concerning this Lease shall be iniƟated in the county in which the Premises are located.Signatures to this Lease accomplished by means of electronic signature or similar technology shall be legal and binding. 30.SubordinaƟon;AƩornment;Non-Disturbance. 30.1 SubordinaƟon.This Lease and any OpƟon granted hereby shall be subject and subordinate to any ground lease,mortgage,deed of trust,or other hypothecaƟon or security device (collecƟvely,"Security Device"),now or hereaŌer placed upon the Premises,to any and all advances made on the security thereof, and to all renewals,modificaƟons,and extensions thereof.Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lender") shall have no liability or obligaƟon to perform any of the obligaƟons of Lessor under this Lease.Any Lender may elect to have this Lease and/or any OpƟon granted hereby superior to the lien of its Security Device by giving wriƩen noƟce thereof to Lessee,whereupon this Lease and such OpƟons shall be deemed prior to such Security Device,notwithstanding the relaƟve dates of the documentaƟon or recordaƟon thereof. 30.2 AƩornment.In the event that Lessor transfers Ɵtle to the Premises,or the Premises are acquired by another upon the foreclosure or terminaƟon of a Security Device to which this Lease is subordinated (i)Lessee shall,subject to the non-disturbance provisions of Paragraph 30.3,aƩorn to such new owner,and upon request,enter into a new lease,containing all of the terms and provisions of this Lease,with such new owner for the remainder of the term hereof,or,at the elecƟon of the new owner,this Lease will automaƟcally become a new lease between Lessee and such new owner,and (ii)Lessor shall thereaŌer be relieved of any further obligaƟons hereunder and such new owner shall assume all of Lessor's obligaƟons,except that such new owner shall not:(a)be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisiƟon of ownership;(b)be subject to any offsets or defenses which Lessee might have against any prior lessor,(c)be bound by prepayment of more than one month's rent,or (d)be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner. 30.3 Non-Disturbance.With respect to Security Devices entered into by Lessor aŌer the execuƟon of this Lease,Lessee's subordinaƟon of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement")from the Lender which Non-Disturbance Agreement DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 15 of 17 provides that Lessee's possession of the Premises,and this Lease,including any opƟons to extend the term hereof,will not be disturbed so long as Lessee is not in Breach hereof and aƩorns to the record owner of the Premises.Further,within 60 days aŌer the execuƟon of this Lease,Lessor shall,if requested by Lessee,use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-exisƟng Security Device which is secured by the Premises.In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days,then Lessee may,at Lessee's opƟon,directly contact Lender and aƩempt to negoƟate for the execuƟon and delivery of a Non-Disturbance Agreement. 30.4 Self-ExecuƟng.The agreements contained in this Paragraph 30 shall be effecƟve without the execuƟon of any further documents;provided,however,that, upon wriƩen request from Lessor or a Lender in connecƟon with a sale,financing or refinancing of the Premises,Lessee and Lessor shall execute such further wriƟngs as may be reasonably required to separately document any subordinaƟon,aƩornment and/or Non-Disturbance Agreement provided for herein. 31.AƩorneys'Fees.If any Party or Broker brings an acƟon or proceeding involving the Premises whether founded in tort,contract or equity,or to declare rights hereunder,the Prevailing Party (as hereaŌer defined)in any such proceeding,acƟon,or appeal thereon,shall be enƟtled to reasonable aƩorneys'fees.Such fees may be awarded in the same suit or recovered in a separate suit,whether or not such acƟon or proceeding is pursued to decision or judgment.The term,"Prevailing Party"shall include,without limitaƟon,a Party or Broker who substanƟally obtains or defeats the relief sought,as the case may be,whether by compromise, seƩlement,judgment,or the abandonment by the other Party or Broker of its claim or defense.The aƩorneys'fees award shall not be computed in accordance with any court fee schedule,but shall be such as to fully reimburse all aƩorneys'fees reasonably incurred.In addiƟon,Lessor shall be enƟtled to aƩorneys'fees,costs and expenses incurred in the preparaƟon and service of noƟces of Default and consultaƟons in connecƟon therewith,whether or not a legal acƟon is subsequently commenced in connecƟon with such Default or resulƟng Breach ($200 is a reasonable minimum per occurrence for such services and consultaƟon). 32.Lessor's Access;Showing Premises;Repairs.Lessor and Lessor's agents shall have the right to enter the Premises at any Ɵme,in the case of an emergency,and otherwise at reasonable Ɵmes aŌer reasonable prior noƟce for the purpose of showing the same to prospecƟve purchasers,lenders,or tenants,and making such alteraƟons,repairs,improvements or addiƟons to the Premises as Lessor may deem necessary or desirable and the erecƟng,using and maintaining of uƟliƟes, services,pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on Lessee's use of the Premises.All such acƟviƟes shall be without abatement of rent or liability to Lessee. 33.AucƟons.Lessee shall not conduct,nor permit to be conducted,any aucƟon upon the Premises without Lessor's prior wriƩen consent.Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an aucƟon. 34.Signs.Lessor may place on the Premises ordinary "For Sale"signs at any Ɵme and ordinary "For Lease"signs during the last 6 months of the term hereof.Except for ordinary "For Sublease"signs which may be placed only on the Premises,Lessee shall not place any sign upon the Project without Lessor's prior wriƩen consent. All signs must comply with all Applicable Requirements. 35.TerminaƟon;Merger.Unless specifically stated otherwise in wriƟng by Lessor,the voluntary or other surrender of this Lease by Lessee,the mutual terminaƟon or cancellaƟon hereof,or a terminaƟon hereof by Lessor for Breach by Lessee,shall automaƟcally terminate any sublease or lesser estate in the Premises;provided, however,that Lessor may elect to conƟnue any one or all exisƟng subtenancies.Lessor's failure within 10 days following any such event to elect to the contrary by wriƩen noƟce to the holder of any such lesser interest,shall consƟtute Lessor's elecƟon to have such event consƟtute the terminaƟon of such interest. 36.Consents.All requests for consent shall be in wriƟng.Except as otherwise provided herein,wherever in this Lease the consent of a Party is required to an act by or for the other Party,such consent shall not be unreasonably withheld or delayed.Lessor's actual reasonable costs and expenses (including but not limited to architects',aƩorneys',engineers'and other consultants'fees)incurred in the consideraƟon of,or response to,a request by Lessee for any Lessor consent,including but not limited to consents to an assignment,a subleƫng or the presence or use of a Hazardous Substance,shall be paid by Lessee upon receipt of an invoice and supporƟng documentaƟon therefor.Lessor's consent to any act,assignment or subleƫng shall not consƟtute an acknowledgment that no Default or Breach by Lessee of this Lease exists,nor shall such consent be deemed a waiver of any then exisƟng Default or Breach,except as may be otherwise specifically stated in wriƟng by Lessor at the Ɵme of such consent.The failure to specify herein any parƟcular condiƟon to Lessor's consent shall not preclude the imposiƟon by Lessor at the Ɵme of consent of such further or other condiƟons as are then reasonable with reference to the parƟcular maƩer for which consent is being given.In the event that either Party disagrees with any determinaƟon made by the other hereunder and reasonably requests the reasons for such determinaƟon,the determining party shall furnish its reasons in wriƟng and in reasonable detail within 10 business days following such request. 37.Guarantor. 37.1 ExecuƟon.The Guarantors,if any,shall each execute a guaranty in the form most recently published BY AIR CRE. 37.2 Default.It shall consƟtute a Default of the Lessee if any Guarantor fails or refuses,upon request to provide:(a)evidence of the execuƟon of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor,and in the case of a corporate Guarantor,a cerƟfied copy of a resoluƟon of its board of directors authorizing the making of such guaranty,(b)current financial statements,(c)an Estoppel CerƟficate,or (d)wriƩen confirmaƟon that the guaranty is sƟll in effect. 38.Quiet Possession.Subject to payment by Lessee of the Rent and performance of all of the covenants,condiƟons and provisions on Lessee's part to be observed and performed under this Lease,Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. 39.OpƟons.If Lessee is granted any opƟon,as defined below,then the following provisions shall apply. 39.1 DefiniƟon."OpƟon"shall mean:(a)the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor;(b)the right of first refusal or first offer to lease either the Premises or other property of Lessor;(c)the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 39.2 OpƟons Personal To Original Lessee.Any OpƟon granted to Lessee in this Lease is personal to the original Lessee,and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and,if requested by Lessor,with Lessee cerƟfying that Lessee has no intenƟon of thereaŌer assigning or subleƫng. 39.3 MulƟple OpƟons.In the event that Lessee has any mulƟple OpƟons to extend or renew this Lease,a later OpƟon cannot be exercised unless the prior OpƟons have been validly exercised. 39.4 Effect of Default on OpƟons. (a)Lessee shall have no right to exercise an OpƟon:(i)during the period commencing with the giving of any noƟce of Default and conƟnuing unƟl said Default is cured,(ii)during the period of Ɵme any Rent is unpaid (without regard to whether noƟce thereof is given Lessee),(iii)during the Ɵme Lessee is in Breach of this Lease,or (iv)in the event that Lessee has been given 3 or more noƟces of separate Default,whether or not the Defaults are cured,during the 12 month period immediately preceding the exercise of the OpƟon. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 lD ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 16 of 17 (b)The period of Ɵme within which an OpƟon may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an OpƟon because of the provisions of Paragraph 39.4(a). (c)An OpƟon shall terminate and be of no further force or effect,notwithstanding Lessee's due and Ɵmely exercise of the OpƟon,if,aŌer such exercise and prior to the commencement of the extended term or compleƟon of the purchase,(i)Lessee fails to pay Rent for a period of 30 days aŌer such Rent becomes due (without any necessity of Lessor to give noƟce thereof),or (ii)if Lessee commits a Breach of this Lease. 40.Security Measures.Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures,and that Lessor shall have no obligaƟon whatsoever to provide same.Lessee assumes all responsibility for the protecƟon of the Premises,Lessee,its agents and invitees and their property from the acts of third parƟes. 41.ReservaƟons.Lessor reserves the right:(i)to grant,without the consent or joinder of Lessee,such easements,rights and dedicaƟons that Lessor deems necessary,(ii)to cause the recordaƟon of parcel maps and restricƟons,and (iii)to create and/or install new uƟlity raceways,so long as such easements,rights, dedicaƟons,maps,restricƟons,and uƟlity raceways do not unreasonably interfere with the use of the Premises by Lessee.Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights. 42.Performance Under Protest.If at any Ɵme a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof,the Party against whom the obligaƟon to pay the money is asserted shall have the right to make payment "under protest"and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to insƟtute suit for recovery of such sum.If it shall be adjudged that there was no legal obligaƟon on the part of said Party to pay such sum or any part thereof,said Party shall be enƟtled to recover such sum or so much thereof as it was not legally required to pay.A Party who does not iniƟate suit for the recovery of sums paid "under protest"within 6 months shall be deemed to have waived its right to protest such payment. 43.Authority;MulƟple ParƟes;ExecuƟon. (a)If either Party hereto is a corporaƟon,trust,limited liability company,partnership,or similar enƟty,each individual execuƟng this Lease on behalf of such enƟty represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf.Each Party shall,within 30 days aŌer request, deliver to the other Party saƟsfactory evidence of such authority. (b)If this Lease is executed by more than one person or enƟty as "Lessee",each such person or enƟty shall be jointly and severally liable hereunder.It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease,or other document ancillary thereto and bind all of the named Lessees,and Lessor may rely on the same as if all of the named Lessees had executed such document. (c)This Lease may be executed by the ParƟes in counterparts,each of which shall be deemed an original and all of which together shall consƟtute one and the same instrument. 44.Conflict.Any conflict between the printed provisions of this Lease and the typewriƩen or handwriƩen provisions shall be controlled by the typewriƩen or handwriƩen provisions. 45.Offer.PreparaƟon of this Lease by either party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party.This Lease is not intended to be binding unƟl executed and delivered by all ParƟes hereto. 46.Amendments.This Lease may be modified only in wriƟng,signed by the ParƟes in interest at the Ɵme of the modificaƟon.As long as they do not materially change Lessee's obligaƟons hereunder,Lessee agrees to make such reasonable non-monetary modificaƟons to this Lease as may be reasonably required by a Lender in connecƟon with the obtaining of normal financing or refinancing of the Premises. 47.Waiver of Jury Trial.THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 48.ArbitraƟon of Disputes.An Addendum requiring the ArbitraƟon of all disputes between the ParƟes and/or Brokers arising out of this Lease is is not aƩached to this Lease. 49.Accessibility;Americans with DisabiliƟes Act. (a)The Premises: have not undergone an inspecƟon by a CerƟfied Access Specialist (CASp).Note:A CerƟfied Access Specialist (CASp)can inspect the subject premises and determine whether the subject premises comply with all of the applicable construcƟon-related accessibility standards under state law.Although state law does not require a CASp inspecƟon of the subject premises,the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspecƟon of the subject premises for the occupancy or potenƟal occupancy of the lessee or tenant,if requested by the lessee or tenant.The parƟes shall mutually agree on the arrangements for the Ɵme and manner of the CASp inspecƟon,the payment of the fee for the CASp inspecƟon,and the cost of making any repairs necessary to correct violaƟons of construcƟon-related accessibility standards within the premises. have undergone an inspecƟon by a CerƟfied Access Specialist (CASp)and it was determined that the Premises met all applicable construcƟon-related accessibility standards pursuant to California Civil Code §55.51 et seq.Lessee acknowledges that it received a copy of the inspecƟon report at least 48 hours prior to execuƟng this Lease and agrees to keep such report confidenƟal. have undergone an inspecƟon by a CerƟfied Access Specialist (CASp)and it was determined that the Premises did not meet all applicable construcƟon-related accessibility standards pursuant to California Civil Code §55.51 et seq.Lessee acknowledges that it received a copy of the inspecƟon report at least 48 hours prior to execuƟng this Lease and agrees to keep such report confidenƟal except as necessary to complete repairs and correcƟons of violaƟons of construcƟon related accessibility standards. In the event that the Premises have been issued an inspecƟon report by a CASp the Lessor shall provide a copy of the disability access inspecƟon cerƟficate to Lessee within 7 days of the execuƟon of this Lease. (b)Since compliance with the Americans with DisabiliƟes Act (ADA)and other state and local accessibility statutes are dependent upon Lessee's specific use of the Premises,Lessor makes no warranty or representaƟon as to whether or not the Premises comply with ADA or any similar legislaƟon.In the event that Lessee's use of the Premises requires modificaƟons or addiƟons to the Premises in order to be in compliance with ADA or other accessibility statutes,Lessee agrees to DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 □ □ □ □ ________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM MTN-26.30,Revised 11-25-2019 Page 17 of 17 make any such necessary modificaƟons and/or addiƟons at Lessee's expense. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN,AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO.THE PARTIES HEREBY AGREE THAT,AT THE TIME THIS LEASE IS EXECUTED,THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. ATTENTION:NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,LEGAL EFFECT,OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES.THE PARTIES ARE URGED TO: 1.SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. 2.RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES.SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO:THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,THE ZONING OF THE PREMISES,THE STRUCTURAL INTEGRITY,THE CONDITION OF THE ROOF AND OPERATING SYSTEMS,COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE. WARNING:IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA,CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED. The parƟes hereto have executed this Lease at the place and on the dates specified above their respecƟve signatures. Executed at: On: By LESSOR: Sunnyside Investments Inc. By: Name Printed:Tim Bakman Title:President Phone: Fax: Email: By: Name Printed:Shay Bakman Title:Vice President Phone: Fax: Email: Address: Federal ID No.: Executed at: On: By LESSEE: Haven XIII LLC By: Name Printed:Shane Darvish Title: Phone: Fax: Email: By: Name Printed: Title: Phone: Fax: Email: Address: Federal ID No.: BROKER The Mark Saito Company AƩn:Patrick Monreal Title: Address:7511 N Remington St.103 Fresno,CA Phone: Fax: Email: Federal ID No.: Broker DRE License #:00701227 Agent DRE License #:02007579 BROKER AƩn: Title: Address: Phone: Fax: Email: Federal ID No.: Broker DRE License #: Agent DRE License #: AIR CRE *hƩps://www.aircre.com *213-687-8777 *contracts@aircre.com NOTICE:No part of these works may be reproduced in any form without permission in wriƟng. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 11/20/202011/20/202011/20/2020 [s "~"'•"" " s~ Do.rws~ 054 3188CC2544CC ________________ ________________ INITIALS INITIALS © 2017AIR CRE. AllRights Reserved.Last Edited: 11/20/202010:53 AM ADD-1.03,Revised 06-10-2019 Page 1 of 2 ADDENDUM TO LEASE Date:October 30, 2020 By and Between Lessor:Sunnyside Investments Inc. Lessee:Haven XIII LLC Property Address:5689 E. Kings Canyon Rd. Fresno, CA 93727 (APN:313-24-065) (streetaddress, city, state, zip) Paragraph:50-59 In the event of any conflict between theprovisions of this Addendum and the printedprovisions of theLease, this Addendum shallcontrol. If any provisions in this Addendum (Paragraphs 50-56)conflict with other terms in the prior paragraphs of this lease,these paragraphs (Paragraphs 50-56) Supersedethose terms and shallcontrol. 50.Reservation Fee: Lesseehereby agrees to pay permonth as a" ReservationFee" starting November 1, 2020 to reservethe premises untilLessee canoccupy space with all permits and licenses from the the City of Fresno and State of California. 51.Entitlements: At Lessee's sole cost and expense, Lessee shall bepermitted to applyfor andobtain permits,determinations, and approvals from governmental entities in furtherance of Lessee's intended use of the Property,which may include cannabis dispensary,cultivation,distribution,manufacturing or any other legal use (collectively, the "Entitlements"); provided, howeverthat lessee shallnot have the right to, nor shallit, apply for any entitlements whichimpose any liability,cost,or expense of any kind upon Lessor,or the Property.Lessor herby agrees to reasonably cooperate with Lessee's efforts to secure the Entitlements, so long as such cooperation is without any material out-of-pocket cost to Lessor.Such cooperation shall include theexecution byLessor,as owner,of application,petitions,permits,approvals and similar documents. This periodof timeshall be referred to as "Entitlement Period." The Entitlement Period shall begin November1, 2020 and Lessee shallhave the right to extend the Entitlement Period for upto 11 periodsof 1calendar month each,and will continue to pay the reservationfee of per month. During the Entitlement Period,Lessee shall have the right to terminate the lease with no further obligation giving the Lessor a 60 day written notice,in Lessee's soleand absolutediscretion, if Lessee has not obtained, or determines in Lessee's sole and absolute discretion thatLessee likelycannot obtain the necessary Entitlements.Monthly Rent of becomes effective once tenant takes occupancy. 52. Exclusivity: AS Lesseewill bespending considerable time and resources towards negotiating andfinalizing the Entitlements for theProperty, at all timesduring the term of this agreement,neither Lessor nor any of its affiliates or their respective shareholders,members,partners,directors,officers,employees,agents or representatives shall directly or indirectly solicitor entertainany offers from,exchange informationwith orinformation to, orin anymanner initiate, encourage,discuss,consider,negotiate,accept,agree to or consummate any proposal by any other person,in each case relating to Entitlements for the Property andany other units located at 5689 E. Kings Canyon Fresno, CA 93727for any otherparty otherLessee; provided however, thatin theevent that Lessee no longer wishes to pursue the Entitlements,Lessee shall notify Lessor thereof in writing ,in which even the Exclusivity Period shall thereupon end.Lessor willnot rent, orlease toany sensitive type of businesses (ex. daycares,after school programs,or any child related classes) that buffer out lessee on property located at 5689 E.Kings Canyon Rd.Fresno,Ca 93727/APN#313-240-65. 53: Force Majeure: During the Entitlement Period if anyunforeseeable Circumstance, or act of God occursLessee has theoption to terminate this lease. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 AIRCR! ________________ ________________ INITIALS INITIALS ©2017 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM ADD-1.03,Revised 06-10-2019 Page 2 of 2 54.Acknowledgement: The Parties herby acknowledge that they are aware of and fully understand commercial cannabis activity is technically unlawful under federal law.In the event arrest,seizure,or a prosecution action pursuant to federal law associated with the Parties'described herein,the Lessee herby agrees to indemnify Lessor from any attorney's fees associated with defending such actions.The Parties also herby agree to waive illegality as a defense to any contract enforcement action. 55.Renewal Terms: Lessee shall have two (2)options to renew the lease and each such renewal period shall be 5 years.Each renewal must be exercised no later than 90 days prior to the expiration of the then-current Lease term.The rent shall increase 3%on an annual basis,commencing year 11.Option rent for second term of five (5)years shall be re-set at market rent for a shell space Cannabis Dispensary at this location (not considering improvements made by Lessee),not to be less than the rate paid by Lessee in Year 15 of the lease. 56.Charitable Commitment:Lessee shall commit 1%of annual gross sales to the Sunnyside Lone Star Little League baseball park that shall not exceed 0 per year and will begin in the second year of this agreement. 57.Assignment:Lessee shall have the right to freely assign this lease with Lessor's written consent in the event of a sale of Lessee's cannabis business, which shall not be unreasonably withheld,or delayed.Lessor shall not unreasonably reject or refuse Lessee's assignment in the event of a sale of Lessee's business. 58:Indemnification:In addition to the indemnification obligations set forth in Section 8.7,in the event of a civil forfeiture action under the federal Controlled Substances Act (“CSA”)or any other enforcement action against Lessee or the Premises arising under federal law,Lessee herby agrees to indemnify,defend and hold harmless Lessor,its officers,directors,employees,and agents (collectively,the “Indemnified Parties”)and the Property from and against any and all claims,demands,losses,liabilities,damages,costs and expenses (including reasonable attorneys’fees)(collectively “Losses and Liabilities”)Lessor may suffer or incur as a result of or in connection with (a)Lessee’s occupancy of the Premises under this Lease,(b)Lessee’s operation of a cannabis business at or on the Premises even if such use is designated as an allowed or permitted use under the terms of the Lease,or (c) Lessee’s breach of this Lease,except,in each case,to the extent such Losses and Liabilities are caused by Lessor’s gross negligence or willful misconduct. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters,Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense.Lessor need not have first paid any such claim in order to be defended or indemnified.Lessee’s duty to indemnify in this Lease shall survive termination of this Lease.The Parties also herby agree to waive illegality as a defense to any contract enforcement action.” 59 .Addition of 13.1(i) Section 13.1(i)is hereby added to the Lease to state: (i)The occurrence of a civil forfeiture action under the federal Controlled Substances Act (“CSA”)or any other enforcement action against Lessee or the Premises arising under federal law,in which case there shall be no ten (10)day cure period under Section 13.2 and this Lease shall immediately terminate and Lessee shall immediately surrender possession to Lessor. 60.Guaranty:In leu of signing a guaranty of lease lessor agrees to allow lessee to deposit six months of rent )to be held as deposit with lessor even if Lessee sells or assigns the business.If lessor sells property the deposit shall be transferred to new property owner.This guaranty deposit shall be paid upon tenant taking occupancy. AIR CRE *hƩps://www.aircre.com *213-687-8777 *contracts@aircre.com NOTICE:No part of these works may be reproduced in any form without permission in wriƟng. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 ________________ ________________ INITIALS INITIALS ©2017 AIR CRE.All Rights Reserved.Last Edited:11/20/2020 10:53 AM OE-6.02,Revised 06-10-2019 Page 1 of 2 OPTION(S)TO EXTEND STANDARD LEASE ADDENDUM Dated:October 30,2020 By and Between Lessor:Sunnyside Investments Inc. Lessee:Haven XIII LLC Property Address:5689 E.Kings Canyon Rd.Fresno,CA 93727 (APN:313-24-065) (street address,city,state,zip) Paragraph:61 A.OPTION(S)TO EXTEND: Lessor hereby grants to Lessee the opƟon to extend the term of this Lease for Two (2)addiƟonal Sixty (60)month period(s)commencing when the prior term expires upon each and all of the following terms and condiƟons: (i)In order to exercise an opƟon to extend,Lessee must give wriƩen noƟce of such elecƟon to Lessor and Lessor must receive the same at least but not more than months prior to the date that the opƟon period would commence,Ɵme being of the essence.If proper noƟficaƟon of the exercise of an opƟon is not given and/or received,such opƟon shall automaƟcally expire.OpƟons (if there are more than one)may only be exercised consecuƟvely. (ii)The provisions of paragraph 39,including those relaƟng to Lessee's Default set forth in paragraph 39.4 of this Lease,are condiƟons of this OpƟon. (iii)Except for the provisions of this Lease granƟng an opƟon or opƟons to extend the term,all of the terms and condiƟons of this Lease except where specifically modified by this opƟon shall apply. (iv)This OpƟon is personal to the original Lessee,and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and without the intenƟon of thereaŌer assigning or subleƫng. (v)The monthly rent for each month of the opƟon period shall be calculated as follows,using the method(s)indicated below: (Check Method(s)to be Used and Fill in Appropriately) I.Cost of Living Adjustment(s)(COLA) a.On (Fill in COLA Dates):the Base Rent shall be adjusted by the change,if any,from the Base Month specified below,in the Consumer Price Index of the Bureau of Labor StaƟsƟcs of the U.S.Department of Labor for (select one):CPI W (Urban Wage Earners and Clerical Workers)or CPI U (All Urban Consumers),for (Fill in Urban Area):.All Items (1982-1984 =100),herein referred to as "CPI". b.The monthly Base Rent payable in accordance with paragraph A.I.a.of this Addendum shall be calculated as follows:the Base Rent set forth in paragraph 1.5 of the aƩached Lease,shall be mulƟplied by a fracƟon the numerator of which shall be the CPI of the calendar month 2 months prior to the month(s)specified in paragraph A.I.a.above during which the adjustment is to take effect,and the denominator of which shall be the CPI of the calendar month which is 2 months prior to (select one):the first month of the term of this Lease as set forth in paragraph 1.3 ("Base Month")or (Fill in Other "Base Month"):.The sum so calculated shall consƟtute the new monthly Base Rent hereunder,but in no event,shall any such new monthly Base Rent be less than the Base Rent payable for the month immediately preceding the rent adjustment. c.In the event the compilaƟon and/or publicaƟon of the CPI shall be transferred to any other governmental department or bureau or agency or shall be disconƟnued,then the index most nearly the same as the CPI shall be used to make such calculaƟon.In the event that the ParƟes cannot agree on such alternaƟve index,then the maƩer shall be submiƩed for decision to the American ArbitraƟon AssociaƟon in accordance with the then rules of said AssociaƟon and the decision of the arbitrators shall be binding upon the parƟes.The cost of said ArbitraƟon shall be paid equally by the ParƟes. II.Market Rental Value Adjustment(s)(MRV) a.On (Fill in MRV Adjustment Date(s))the Base Rent shall be adjusted to the "Market Rental Value"of the property as follows: 1)Four months prior to each Market Rental Value Adjustment Date described above,the ParƟes shall aƩempt to agree upon what the new MRV will be on the adjustment date.If agreement cannot be reached,within thirty days,then: (a)Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establish the new MRV within the next 30 days.Any associated costs will be split equally between the ParƟes,or (b)Both Lessor and Lessee shall each immediately make a reasonable determinaƟon of the MRV and submit such determinaƟon,in wriƟng,to arbitraƟon in accordance with the following provisions: (i)Within 15 days thereaŌer,Lessor and Lessee shall each select an independent third party appraiser or broker ("Consultant"- DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 AIRCR! □ □ □ □ □ □ □ □ ________________ ________________ INITIALS INITIALS © 2017AIR CRE. AllRights Reserved.Last Edited: 11/20/202010:53 AM OE-6.02,Revised 06-10-2019 Page 2 of 2 checkone) oftheir choicetoact as an arbitrator(Note: the parƟes may notselect eitherofthe Brokersthat wasinvolved in negoƟaƟng the Lease). Thetwo arbitrators so appointed shall immediatelyselect a third mutually acceptable Consultant toactas athird arbitrator. (ii) The3arbitrators shallwithin 30 days of theappointment of the third arbitratorreach adecision as towhat theactual MRVfor the Premises is, and whether Lessor'sorLessee's submiƩed MRV is the closestthereto. Thedecision ofa majority of the arbitratorsshall be bindingon the ParƟes.The submiƩed MRV which is determined tobe theclosest tothe actualMRVshall thereaŌer be used bythe ParƟes. (iii) If eitherofthe ParƟes fails toappoint an arbitratorwithin the specified 15days, the arbitrator Ɵmely appointed byone of them shallreach adecision on his orherown, and said decision shall bebinding on the ParƟes. (iv) The enƟre costof such arbitraƟon shallbe paid bythe party whose submiƩed MRVis not selected, ie.theone that is NOT the closest to theactual MRV. 2) When determining MRV, theLessor, Lessee and Consultants shallconsider the termsof comparablemarket transacƟons whichshall include, but not limited to, rent,rental adjustments, abated rent, lease term and financial condiƟon oftenants. 3) Notwithstanding theforegoing, thenewBase Rentshall not beless than the rentpayable forthemonth immediatelypreceding the rent adjustment. b. Upon the establishmentofeach NewMarket RentalValue: 1) the newMRV willbecomethe new"Base Rent" forthe purpose of calculaƟng any furtherAdjustments,and 2) the first month ofeach Market RentalValue term shallbecome thenew "Base Month" forthepurpose of calculaƟng any furtherAdjustments. III. FixedRentalAdjustment(s) (FRA) TheBase Rent shall beincreased to thefollowing amountson thedatesset forth below: On(Fill inFRA Adjustment Date(s)):TheNew Base Rent shallbe: Year 11 Year 12 Year 13 Year 14 Year 15 Year 16 Year 17 Year 18 Year 19 Year 20 IV.IniƟal Term Adjustments Theformula used to calculate adjustments tothe Base Rate duringtheoriginal Term of theLease shall conƟnue to beused during theextended term. B. NOTICE: Unless specified otherwiseherein,noƟce ofany rentaladjustments, otherthan FixedRentalAdjustments, shallbe madeas specified in paragraph 23ofthe Lease. C. BROKER'SFEE: TheBrokers shallbe paida Brokerage Feefor each adjustment specified abovein accordance with paragraph 15of theLease orif applicable, paragraph 9 of the Sublease. AIRCRE *hƩps://www.aircre.com * 213-687-8777 * contracts@aircre.com NOTICE: Nopart oftheseworks maybe reproduced in anyformwithout permissionin wriƟng. DocuSign Envelope ID: 1B5695E9-66A5-4A87-8147-51FC3BB166E4 □ ; ; California Secretary of State ; Electronic Filing Secretary of State State of California LLC Registration -Articles of Organization Entity Name: Entity (File) Number: Detailed Filing Information 1. Entity Name : 2. BusinessAddresses : File Date: Entity Type : Jurisdiction : a. Initial Street Address of Designated Office in California : b. Initial Mailing Address: 3. Agent for Service of Process: 4 . Management Structure: 5. Purpose Statement: Electronic Signature : Haven XII I LLC 202026510765 09/17/2020 Domestic LLC California Haven XIII LLC 18012 Cowan #204 Irvine, California 92614 United States 18012 Cowan #204 Irvine, California 92614 United States Greg Nacham 18012 Cowan #204 Irvine California 92614 United States More than One Manager The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the California Revised Uniform Limited Liability Company Act. The organizer affirms the information contained herein is true and correct . Organizer: Joseph Velazquez Use bizfile .s os.ca.gov foronline filings, searches, business records, and resources . Ca li forni a Secretary of State Electronic Filing LLC Registration -Articles of Organization Entity Name: Haven XIII LLC Entity (File) Number: 202026510765 File Date: 09/17/2020 Entity Type : Domestic LLC Jurisdiction : California Detailed Filing Information 1. Entity Name: 2. BusinessAddresses: a. Initial Street Address of Designated Office in California : b. Initial Mailing Address: 3. Agent for Service of Process: Haven XII I LLC 18012 Cowan #204 Irvine, California 92614 United States 18012 Cowan #204 Irvine, California 92614 United States Greg Nacham 18012 Cowan #204 Irvine California 92614 United States FILED Secretary of State State of California 4. Management Structure: More than One Manager 5. Purpose Statement: Electronic Signature: The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the California Revised Uniform Limited Liability Company Act. The organizer affirms the information contained herein is true and correct. Organizer: Joseph Velazquez Use bizfile.sos.ca.gov foronline filings, searches, business records, and resources. 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 poten t ia l predatory practices. In order to qua lify as a social equity applicant, or for the full points relating to the local preference criteria, the business en t ity must have ownership that meets the respective eligibility factors and hold at least 51% ownership interest. The social equity eligibility requi rements are identified in FMC section 9-3316(b)(6), wh ile the loca l preference criteria is identified in FMC 9- 3317{a) and the applica t ion evaluation criteria 2.5 (Appendix A). This majority interest can be made up of a single individua l that meets this criteria, or any combina t ion of individuals that hold at least 20% int erest individually and meet the definition of an owner in FMC 9-33040). 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 protectio ns. Th is also requires the Social Equity or Local Preference Owner to receive the Equity Share percent of the retained earni ngs 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 ind ividual(s) wil l receive equal profits, and distributions or other payments proportionate to th eir ownersh ip interests. This is intended to ensure true ownership by the Social Equity or Local Preference Individua l App licant and as such, prohibits the divestment or relinquishment of any part of their ownership under any ci r cumstance. In addit ion, 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 requ i res the Socia l Equity or Loca l Preference Individual owner be the highest officer posi t ion of the business or that another individual is appointed to that position by mutual agreement o f the parties. This requ i rement is also subject to being audited to assess compliance and the Social Equity or Local Preference Owner can initiate legal ac tion due to a breach of contract agreement, and the City may suspend and/or revoke a license if any provision in an ope rating agreement violates any of the Equity Share or Loc al Pre f erence 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 w ill be required t o 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 Equ ity or Local Preference Owner at the time of applying for a perm it or permit renewal. The Ci ty shall have the sole and absolute discretion t o determine whether the App licant qualifies as a Socia l Equity Applicant and t he number of points for Local Preference. The undersigned acknowledges that he/she ha s read and fully understands the content of this Agreement and is the Appli cant or hi s/her/its authorized signatory. December 2, 2020 Applicant Signature Date Signed Brittany Shiralian Owner Print Name Tille Haven XI 11 LLC 5689 E Kings Canyon Rd/ (559) 681-4449 Company N ame Address/Telephone Peter J. Meyers First Vice President Farmers & Merchants Bank Lake Forest Office 23772 Rockfield Boulevard Lake Forest, CA 92630 Member FDIC/Equal Housing Lender peter.meyers@fmb.com www.fmb.com November 30, 2020 <I bakertilly Baker Tilly US, LLP 11150 Santa Monica Blvd, Ste 600 Los Angeles, CA 90025-0479 T: +1 (310) 826 4474 F: +1 (310) 826 9188 bakertilly.com Baker Tilly US, LLP, trading as Baker Tilly, is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. © 2020 Baker Tilly US, LLP Your Neighborhood Cannabis Dispensary City of Fresno: Haven 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 (FMC 9-3316(c)) Michael Simonian CEO HAVEN