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C-20-57 United Coach Tours Redacted
Applicant (Entity) Information Application Type Proposed Location Commercial Cannabis Business Permit Application C-20-57 Submitted On: Dec 04, 2020 Applicant Kevin Lu Applicant (Entity) Name: United Coach Tours, Inc. DBA: UCT Cannabis Physical Address: 920 S. Topeka Avenue City: Fresno State: CA Zip Code: 93721 Primary Contact Same as Above? Yes Primary Contact Name: Kevin Quan Xian Lu Primary Contact Title: President Primary Contact Phone: Primary Contact Email:HAS ANY INDIVIDUAL IN THIS APPLICATION APPLIED FOR ANY OTHER CANNABIS PERMIT IN THE CITY OF FRESNO?: Yes 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 Adult Use 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 Manufacturing Business Formation Documentation: S-Corporation Property Owner Name: United Coach, LLC Proposed Location Address: 920 S. Topeka Avenue City: Fresno State: CA Zip Code: 93721 Property Owner Phone: Property Owner Email: -- Assessor's Parcel Number (APN): 468-020-78 Proposed Location Square Footage: AFFIDAVIT PURSUANT TO FMC §9-3316(c) I, Kevin Quan Xian Lu, am the President and CEO of United Coach Tours, Inc. and am a principal for the application submitted hereto, and I declare the following in support of the commercial cannabis permit application submitted hereto: The facts stated in this affidavit are within my personal knowledge and if called to testify, I could testify competently to them. United Coach Tours, Inc., the applicant for the commercial cannabis permit application attached hereto, intends and shall employ within one year of receiving a commercial cannabis business permit, at least one supervisor and one employee who has completed a Cal-OSHA industry outreach course offered by a duly authorized training provider in compliance with Fresno Municipal Code section 9-3319(d). I declare under penalty of perjury under the laws of the State of California that the foregoing is :::d/c;;t~/4:s 3'' day ofDecember, 2020, at ~filllonria ~ Kevin Quan Xian Lu AFFIDAVIT PURSUANT TO FMC §9-3316(C) I, Alan Bo Wu, am an officer of United Coach Tours, Inc. and am a principal for the application submitted hereto, and I declare the following in support of the commercial cannabis permit application submitted hereto: The facts stated in this affidavit are within my personal knowledge and if called to testify, I could testify competently to them. United Coach Tours, Inc., the applicant for the commercial cannabis permit application attached hereto, intends and shall employ within one year of receiving a commercial cannabis business permit, at least one supervisor and one employee who has completed a Cal-OSHA industry outreach course offered by a duly authorized training provider in compliance with Fresno Municipal Code section 9-3319(d). I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this 3rd day of December, 2020, at Dublin, California Alan Bo Wu ARTICLES OF INCORPORATION I The name of this corporation is United Coach Tours, Inc. II FILED In the office of the Secretary of Stale of the State of Califom_lt,1 MAY O 9 20071, The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the GENERAL CORPORATION LAW of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. II I The name and address in the State of California of this corporation's initial agent for services of process is: Alan Bo Wu IV This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to be issued is 1,200,000. lanB;; Wu lncorporator City of FRESNO INDEMNIFICATION AND HOLD HARMLESS AGREEMENT FOR COMMERCIAL CANNABIS BUSINESS PERMIT APPLICATION To the fullest extent permitted by law, the City of Fresno (City) shall not assume any liability whatsoever with respect to having issued a commercial cannabis business permit pursuant to Fresno Municipal Code Section. 9-3333 or otherwise approving the operation of any commercial cannabis business or cannabis retail business. In consideration for the submittal of an application for a commercial cannabis business permit application and/or issuance of a cannabis business permit, and to the furthest extent allowed by law, Applicant does hereby agree to indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by City, Applicant or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of the issuance of a cannabis business permit. Applicant's obligations under the preceding sentence shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of City or any of its officers, officials, employees, agents or volunteers. Applicant must, at the time of permit issuance, maintain insurance at coverage limits and with conditions thereon determined necessary and appropriate from time to time by the City Manager. Applicant shall conduct all defense at his/her/its sole cost. The fact that insurance is obtained by Applicant shall not be deemed to release or diminish the liability of Applicant, including, without limitation, liability 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 independent of and separate from the duty to indemnify and such duty to defend exists regardless of any ultimate liability of Applicant. The policy limits do not act as a limitation upon the amount of defense and/or indemnification to be provided by Applicant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Applicant, its officials, officers, employees, agents, volunteers or invitees. City shall be reimbursed for all costs and expenses, including but not limited to legal fees and costs and court costs, which the city may be required to pay as a result of any legal challenge related to the city's approval of the applicant's commercial cannabis business permit. The City may, at its sole discretion, participate at its own expense in the defense of any such action, but such participation shall not relieve any of the obligations imposed hereunder. This Indemnification and Hold Harmless Agreement shall survive the expiration or termination of the Application and/or Permit. The undersigned acknowledges that he/she (i) has read and fully understands the content of this Indemnification and Hold Harmless Agreement; (ii) is aware that this is a contract between the City and Applicant; (iii) has had the opportunity to consult with his/her attorney, in his/her discretion; (iv) is fully aware of the legal consequences of signing this document; and (v) is the Applicant or his/her/its authorized signatory. Signed on this 3rd day of December AppliJ."" Kevin Lu, United Coach Tours, Inc. Print Name and Company Name 920 S. Topeka Ave, Fresno, CA 97321 Address Telephone Number 2020. City Employee Signature Print Name Title Telephone Number City of FRESN(j OWNERSHIP ACKNOWLEDGEMENT FORM FOR COMMERCIAL CANNABIS BUSINESS PERMIT APPLICATION It is the intent of the City of Fresno to promote equitable ownership and employment opportunities in the cannabis industry to decrease the disparities in life outcomes for marginalized communities and to provide opportunities for local residents to compete for cannabis business permits. Therefore, this notice is to clarify the eligibility requirements in order to receive qualification as a Social Equity Applicant or points for Local Preference by establishing this acknowledgement to provide additional protections to mitigate against potential predatory practices. In order to qualify as a social equity applicant, or for the full points relating to the local preference criteria, the business entity must have ownership that meets the respective eligibility factors and hold at least 51% ownership interest. The social equity eligibility requirements are identified in FMC section 9-3316(b)(6), while the local preference criteria is identified in FMC 9- 3317(a) and the application evaluation criteria 2.5 {Appendix A). This majority interest can be rnade up of a single individual that meets this criteria, or any combination of individuals that hold at least 20% interest individually and meet the definition of an owner in FMC 9-3304(j). The cannabis social equity permits, and the local preference criteria are intended for the benefit of the Social Equity or Local Preference Individual Applicants related to business profits, proceeds of the sale of business assets, voting rights and additional protections. This also requires the Social Equity or Local Preference Owner to receive the Equity Share percent of the retained earnings and 100 percent of the unencumbered value of each share of stock, member interest or partnership interest owned in the event of the dissolution of the entity to their equity share, or 100 percent of the value of each of stock, member interest or partnership interest in the event that the stock, member interest or partnership interest is sold. Chief among the concepts of equity share, is unconditional ownership which means such individual(s) will receive equal profits, and distributions or other payments proportionate to their ownership interests. This is intended to ensure true ownership by the Social Equity or Local Preference Individual Applicant and as such, prohibits the divestment or relinquishment of any part of their ownership under any circumstance. In addition, the Equity Share is also expanded to address voting rights on fundamental decisions relating to the business and control of at least the equity share percent of the voting rights on all decisions involving the operation of the business. Furthermore, it requires the Social Equity or Local Preference Individual owner be the highest officer position of the business or that another individual is appointed to that position by mutual agreement of the parties. This requirement is also subject to being audited to assess compliance and the Social Equity or Local Preference Owner can initiate legal action due to a breach of contract agreement, and the City may suspend and/or revoke a license if any provision in an operating agreement violates any of the Equity Share or Local Preference requirements. Lastly, all applicants will be required to incorporate an addendum into their operating agreements that makes any provision ineffective, unenforceable, null and void, if it is inconsistent with, or in violation of, the Equity Share requirements. As proposed, Social Equity Applicants or Local Preference Applicants will be required to verify under Section 9-3316(b)(6), 9-3317(a), and Criteria 2.5 of appendix A that they meet the definition of a Social Equity or Local Preference Owner at the time of applying for a permit or permit renewal. The City shall have the sole and absolute discretion to determine whether the Applicant qualifies as a Social Equity Applicant and the number of points for Local Preference. The undersigned acknowledges that he/she has read and fully understands the content of this Agreement and is the Applicant or his/her/its authorized signatory. ~A December 3, 2020 Date Signed Kevin Lu President Print Name Title United Coach Tours, Inc. 920 S. Topeka Ave, Fresno, CA 93721/ Company Name Address/Telephone PLANNING AND DEVELOPMENT DEPARTMENT 2600 Fresno Street • Third Floor Jennifer K. Clark, AICP, Director Fresno, California 93721-3604 (559) 621-8277 FAX (559) 498-1026 December 4, 2020 Please reply to: Rob Holt (559) 621-8056 Larry Fowler United Grow 69 S Linden Ave South San Francisco, CA 94080 Dear Applicant: SUBJECT: ZONING INQUIRY NUMBER P20-03892 REQUESTING INFORMATION REGARDING COMMERCIAL CANNABIS USES (DISTRIBUTION, CULTIVATION, OR MANUFACTURING) FOR PROPERTY LOCATED AT 920 SOUTH TOPEKA AVENUE (APN 468-020-78) Thank you for your inquiry regarding the allowance of commercial cannabis uses. The requested information about a cannabis business for cultivation, distribution, or manufacturing was analyzed using Article 27, Chapter 15 of the Fresno Municipal Code (FMC) of the City of Fresno. Please note, all research for this inquiry is based on existing land development of the subject property. If there are multiple buildings on the subject property, this research was based on the address provided in the request. This research does not take into effect of future development unless provided in your application request. With that, research of a proposed commercial cannabis business on the subject property conveys the following: 1. All cannabis cultivators, distributors, or manufacturers must be located on property within the Cannabis Innovation Zone, inside a Cannabis Innovation Hub, or within one-half (½) mile of State Route 99 between Shaw Avenue and Clinton Avenue, one (1) mile of State Route 99 north of Shaw Avenue, or south of Clinton Avenue, or within one (1) mile of State Route 180 west of State Route 99, must be zoned IL (Light Industrial) or IH (Heavy Industrial), and must meet all of the requirements for development in these zones. If not located within the Cannabis Innovation Zone, any building in which a cultivator, distributor, or manufacturer is located shall be no closer than 1,000 feet from any property boundary containing any of the following: (a) Any residentially zoned parcel in the city, including any legal non-conforming residential uses as of the date a complete commercial cannabis business permit application is submitted; (b) A school providing instruction for any grades pre-school through 12 (whether public, private, or charter, including pre-school, transitional kindergarten, and K-12); (c) A day care center licensed by the state Department of Social Services that is in existence at the time a complete commercial cannabis business permit application is submitted; or, Zoning Inquiry P20-03892 920 South Topeka Avenue Page 2 December 4, 2020 (d) A youth center that is in existence at the time a complete commercial cannabis business permit application is submitted. The subject property located at 920 South Topeka Avenue (approximately middle of multi-tenant building) is located within the Cannabis Innovation Zone, and is zoned IH, which is one of the allowable zone districts for commercial cannabis businesses. Development standards of the IH zone district are available in Sections 15-1303, 15- 1304, and 15-1305 of the FMC. The subject location meets the location restriction requirements, per Section 15-2739.C.1.b of the FMC, for a commercial cannabis business. 2. Prior to commencing operations, a commercial cannabis business must obtain a Cannabis Conditional Use Permit from the Planning and Development Department per Section 15-2739.N of the FMC. 3. There shall be permitted 8 cultivators, distributors, or manufacturers located within the Cannabis Innovation Zone, and there shall be permitted 8 cultivators, distributors, or manufacturers located inside a Cannabis Innovation Hub or within ½ mile of State Route 99 between Shaw Avenue and Clinton Avenue, one mile of State Route 99 north of Shaw Avenue or south of Clinton Avenue, or within one mile of State Route 180 west of State Route 99. Currently, there are 0 cultivators, distributors, or manufacturers located in the City of Fresno. This location requirement is satisfied for a commercial cannabis business. Please review the entirety of Article 33, Chapter 9 (Cannabis Retail Business and Commercial Cannabis), and Section 15-2739 (Adult Use and Medicinal Cannabis Retail Business and Commercial Cannabis Business) of the FMC to understand other requirements of commercial cannabis businesses, including but not limited to, application requirements, façade design, signage, etc. This information was researched by the undersigned per the zoning request. The undersigned certifies that the above information contained herein is believed to be accurate and is based upon, or relates to, the information supplied by the requestor. The City of Fresno assumes no liability for errors and omissions. All information was obtained from public records held by the Planning and Development Department. A copy of the Fresno Municipal Code may be obtained by contacting the City Clerk’s office at 559-621-7650. The Fresno Municipal Code may also be searched on the Internet, free of charge, by going to www.fresno.gov. If you have questions regarding this matter, please contact me by telephone at 559-621-8056 or at Robert.Holt@fresno.gov. Cordially, Rob Holt, Planner III Development Services Division Planning and Development Department DocuSign Envelope ID E079C820-8141-4C76-A0BE-57EA98E8606C DISCLOSURE REGARDING REAL EST ATE AGENCY RELATIONSHIP (As required by the Civil Code) When you e_nter i_nto a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relat1onsh1p or representation you wish to have with the agent in the transaction. . SELLER'S AGENT A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative obligations: To the Seller: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of. the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. BUYER'S AGENT A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations. the agent is not the Seller's agent even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has t11e following affirmative obligations: To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. AGENT REPRESENTING BOTH SELLER AND BUYER A real estate agent. either acting directly or through one or more salesperson and broker associates, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: (a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller of the Buyer. (b) Other duties to the Seller and the Buyer as stated above in their respective sections. In representing both Seller and Buyer, a dual agent may not, without the permission of the respective party, disclose to the other party confidential information, including. but not limited to, facts relating to either t11e Buyer's or Seller's financial position, motivations, bargaining position. or other personal information that may impact price, including the Seller's willingness to accept a price less than the listing price or the Buyer's willingness to pay a price greater than the price offered. SELLER AND BUYER RESPONSIBILITIES Either the purchase agreement or a separate document will contain a confirmation of which agent is representing you and whether that agent is representing you exclusively in the transaction or acting as a dual agent. Please pay attention to that confirmation to make sure it accurately reflects your understanding of your agent's role. The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired. consult a competent professional. If you are a Buyer. you have the duty to exercise reasonable care to protect yourself, including as to those facts about the property which are known to you or within your diligent attention and observation. Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change. Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction. The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time it is presented to you, considering the relationship between you and the real estate agent in your specific transaction. This disclosure form includes the provisions of Sections 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully. I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK (OR A SEPARATE PAGE). DocuSigned by: D Buyer IZI Seller D Lessor IZI Buyer D Seller D Lessor D Lesse ,,.ci~"""""-t',11_.,,....fL..,,, _____________ Date: 1_0_1_1_2_12_0_2_0 ____ _ ~fr 10/12/2020 D Lessee ,.DA..,1ffl04,i,-,:..,.si!i>s~li'Fi!-e.-.. -----------------Date: __________ _ Kevin LU Doc~l!lig~<>Ci by: Agent 1--,,.c-;·-,_--,':,..,7>,,_",..'_· =c------=--KW~~c.,..o..,.mm---=,...e...,r_c_i...,a=l.,_-,------------DRE Uc. # O 18 644 61 ( )? /,/->____ Real Estate Broker (Firm) '-'isc~4EDF97944A DRE Lie. #01945284 Date· (Salesperson or Broker-Associate) Jared Ennis ==-cc==-=--=----------· ----------- 10/12/2020 By: t RM HAS BEEN PREPARED BY AIR CRE. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF THIS FORM SPECIFIC TRANSACTION. PLEASE SEEK LEGAL COUNSEL AS TO THE APPROPRIATENESS OF THIS FORM. ~s PAGE 1 OF 3 =IN=IT~I-A-LS-S © 2019 AIR CRE. All Rights Reserved. AD-3.01, Revised 06-10-2019 KW Cornmerua! (\:ni.rnl C,\. 7W W Al1u;,1al :\v1.• /i!lJ2. Fr1.•~no, CA 93711 Phnne ~'.'9302.8698 F:ix _,;;_~~l4.)2QJ24 .IJ.red Enm~~ Produced with z1pFormi.~, by z1plog1x 18070 Fifteen Mile Road, Fraser, Michigan 48026 WW'N.ziplog.lx.com DocuSign Envelope ID: E079C820-8141-4C76-A0BE-57EA98E86D6C DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP CIVIL CODE SECTIONS 2079.13 THROUGH 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.13. As used in Sections 2079.7 and 2079.14 to 2079.24. inclusive, the following terms have the following meanings: (a) "Agent" means a person acting under provisions of Title 9 (commencing with Section 2295) in a real property transaction, and. includes a person who is licensed as a real estate broker under Chapter 3 (commencing with Section 10130) of Part 1 of Division 4 of the Business and Professions Code, and under whose license a listing is executed or an offer to purchase is obtained. The agent in the real property transaction bears responsibility for that agent's salespersons or broker associates who perform as agents of the agent. When a salesperson or broker associate owes a duty to any principal, or to any buyer or seller who is not a principal, in a real property transaction, that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate functions. (b) "Buyer" means a transferee in a real property transaction, and includes a person who executes an offer to purchase real property from a seller through an agent. or who seeks the services of an agent in more than a casual, transitory, or preliminary manner. with the object of entering into a real property transaction. "Buyer" includes vendee or lessee of real property. (c) "Commercial real property" means al! real property in the state, except (1) single-family residential real property. (2) dwelling units made subject to Chapter 2 (commencing with Section 1940) of Title 5. (3) a mobi!ehome, as defined in Section 798.3, (4) vacant land, or (5) a recreational vehicle. as defined in Section 799.29. (d) "Dual agent" means an agent acting, either ·directly or through a salesperson or broker associate. as agent for both the seller and the buyer in a real property transaction. (e) "Listing agreement" means a written contract between a seller of real property and an agent, by which the agent has been authorized to sell the real property or to find or obtain a buyer. including rendering other services for which a real estate license is required to the seller pursuant to the terms of the agreement. (f) "Seller's agent" means a person who has obtained a listing of real property to act as an agent for compensation. (g) "Listing price" is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the seller's agent. (h) "Offering price" is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property. (i) "Offer to purchase" means a written contract executed by a buyer acting through a buyer's agent that becomes the contract for the sale of the real property upon acceptance by the seller. {j) "Real property" means any estate specified by subdivision (1) or (2) of Section.761 in property, and includes (1) single-family residential property, (2) multiunit residential property with more than four dwelling units, (31 commercial real property, (4) vacant land. (5) a ground lease coupled with improvements. or (6) a manufactured home as defined in Section 18007 oft11e Health and Safety Code, or a mobilehome as defined in Section 18008 of the Health and Safety Code, when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of the Business and Professions Code. (kl "Real property transaction" means a transaction for the sale of real property in which an agent is retained by a buyer. seller, or both a buyer and seller to act in that transaction, and includes a listing or an offer to purchase. (I) "Sell," "sale." or "sold" refers to a transaction for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer. transactions for the creation of a real property sales contract within the meaning of Section 2985. and transactions for the creation of a leasehold exceeding one year's duration. (m) "Seller" means the transferor in a real property transaction and includes an owner who lists real property with an agent, whether "Seller" means the transferor in a real property transaction and includes an owner is the owner from an agent on behalf of another. "Seller" includes both a vendor and a lessor of real property. (n) "Buyer's agent" means an agent who represents a buyer in a real property transaction. 2079.14. A seller's agent and buyer's agent shall provide the seller and buyer in a real property transaction with a copy of the disclosure form specified in Section 2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in Section 2079.15, as follows: (a) The seller's agent, if any, shall provide the disclosure form to the seller prior to entering into the listing agreement. (b) The buyer's agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase. If the offer to purchase is not prepared by the buyer's agent, the buyer's agent shall present the disclosure form to the buyer not later than the next business day after receiving the offer to purchase from the buyer. 2079.15. In any circumstance in which the seller or buyer refuses to sign an acknowledgement of receipt pursuant to Section 2079.14. the agent shall set forth, sign, and date a written declaration of the facts of the refusal. 2079.16 Reproduced on Page 1 of this AD form. 2079.17(a) As soon as practicable. the buyer's agent shall disclose to the buyer and seller whether the agent is acting in the real property transaction as the buyer's agent, or as a dual agent representing both the buyer and the seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller, the buyer, and the buyer's agent prior to or coincident with execution of that contract by the buyer and the seller, respectively. (b) As soon as practicable, the seller's agent shall disclose to the seller whether the seller's agent is acting in the real property transaction as the seller's agent, or as a dual agent representing both the buyer and seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the seller's agent prior to or coincident with the execution of that contract by the seller. (C) CONFIRMATION: The following agency relationships are confirmed for this transaction. Seller's Brokerage Firm · 00 NOT CO.~l:l;.i;MMPLE ONLY • License Number ________ _ Is the broker of (check one): D the seller; or D both the buyer and seller. (dual agent) Seller's Agent '.'"'''%1.';'"''''"':','.'' .. : ,ll)NOT ~;-$1\~E ONLY ,.. <J /\ .. License Number ________ _ Is (check one): D the Seller's Agent. (salesperson or broker associate); or D both the Buyer's Agent and the Seller's Agent. (dual agent) Buyer's Brokerage Firm llillf~~½~~"'\ '1)0 NOT;e§JM)LETE, S~ ONLY···"·•""'.'"'"'".":"':?1;f';*:": License Number ________ _ Is the broker of (check one): D the buyer: or D both the buyer and seller. (dual agent) Buyer's Agent .. .•. ogiMIJ:-~l~j;IAMP~Y .· ····. ,:~\-": .. :: .. ·•·· License Number--------- Is (check one): D the Buyer's Agent (salesperson or broker associate): or D both the Buyer's Agent and the Seller's Agent. (dual agent) (d) The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. An agent's duty to provide disclosure and confirmation of representation in this section may be performed by a real estate salesperson or broker associate affiliated with that broker. ~8 (Repealed pursuant to AB-1289, 2017-18 California Legislative session) ~ PAGE2OF3 INITIALS © 2019 AIR CRE. AU Rights Reserved. Produced w1t!1 zipForm~J by zipLogix 18070 Fifteen Mile Road, Fraser, rvHch1gan 48026 '.VWN.ZiRLogix.com DS INITIALS AD-3.01, Revised 06-10-2019 920 S Topeka A vc - DocuSign Envelope ID E079C820-8141-4C76-A0BE-57EA98E86O6C 2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation or commission paid, or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction, and the terms of any sucl1 agreement shall not necessarily be determinative of a particular relationst1ip. 2079.20 Nothing in this article prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21 (a) A dual agent may not, without the express permission of the seller, disclose to the buyer any confidential information obtained from the seller. (b) A dual agent may not, without the express permission of the buyer, disclose to the seller any confidential information obtained from the buyer. (c) "Confidential information" means facts relating to the client's financial position. motivations, bargaining position, or other personal information that may impact price, such as the seller is willing to accept a price less than the listing price or the buyer is willing to pay a price greater than the price offered. (d) This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price. 2079.22 Nothing in this article precludes a seller's agent from also being a buyer's agent If a seller or buyer in a transaction chooses to not be represented by an agent, that does not, of itself, make that agent a dual agent 2079.23 (a) A contract between the principal and agent may be modified or altered to change the agency relationship at any lime before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. (b) A lender or an auction company retained by a lender to control aspects of a transaction of real property subject to this part, including validating the sales price, shall not require. as a condition of receiving the lender's approval of the transaction, the homeowner or listing agent to defend or indemnify the lender or auction company from any liability alleged to result from the actions of the lender or auction company. Any clause, provision. covenant, or agreement purporting to impose an obligation to defend or indemnify a lender or an auction company in violation of this subdivision is against public policy. void, and unenforceable. 2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents. and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure. CE INITIALS AIR CRE • https://www.aircre.com * 213-687-8777 * contracts@aircre.com NOTICE: No part of the works may be reproduced in any form without permission in writing. PAGE 3 OF 3 © 2019 AIR CRE. All Rights Reserved. INITIALS AD-3.01, Revised 06-10-2019 Produced w1t!1 zipForm@1 by zipLogix 18070 Fifte{~n Mil~; Road, Fraser, ?vHchigan 48026 '.VWw.21pl.ogix.com 92(1 S Topeka A \'C - DocuSign Envelope ID: E079C820-8141-4C76-A0BE-57EA98E86D6C 1. Buyer. it STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (Non-Residential) 1.1 United Coach LLC , ("Buyer") hereby offers to purchase the real property, hereinafter described, from the owner thereof ("Seller") (collectively, the "Parties" or individually. a "Party"), through an escrow ("Escrow'') to close a&-eF 15 days after the waiver or satisfaction of the Buyer's Contingencies. ("Expected Closing Date") to be held by Chicago Title Company (Sue Meyer) ("Escrow Holder") whose address is 7330 North Palm Avenue Ste #101, Fresno, CA 93711/ 1750 W Walnut Ave, Visalia, CA 93277; Email meyers@CTT.com, . Phone No. {559) 451-3736 , Facsimile No. (559) 431-8936 upon the terms and conditions set forth in this agreement ("Agreement"). Buyer shall have the right to assign Buyer's rights hereunder, but any such assignment shall not relieve Buyer of Buyer's obligations herein unless Seller expressly releases Buyer. 1.2 The term "Date of Agreement" as used herein shall be the date when by execution and delivery (as defined in paragraph 20.2) of this document or a subsequent counteroffer thereto, Buyer and Seller have reached agreement in writing whereby Seller agrees to sell, and Buyer agrees to purchase, the Property upon terms accepted by both Parties. 2. Property. 2.1 The real property ("Property") that is the subject of this offer consists of (insert a brief physical description) One + /-16,875 square foot commercial warehouse building on +/-5.63 acres (245,242 SF) commonly known as A.P.N. 468-020-78 is located in the County of _____ F_r~e~s~n_o~----. is commonly known as (street address, city, state, zip) 920 s Topeka Ave Fresno CA 93721 and is legally described as: to be provided by title company (APN: -----~4=68~--0~2~0~-~7_;8~----). 2.2 If the legal description of the Property is not complete or is inaccurate, this Agreement shall not be invalid and the legal description shall be completed or corrected to meet the requirements of Chicago Title Company ("Title Company"), which shall issue the title policy hereinafter described. 2.3 The Property includes, at no additional cost to Buyer, the permanent improvements thereon, including those items which pursuant to applicable law are a part of the property. as well as the following items, if any, owned by Seller and at present located on the Property: electrical distribution systems (power panel, bus ducting, conduits, disconnects, lighting fixtures): telephone distribution systems (lines, jacks and connections only): space heaters; heating, ventilating, air conditioning equipment ("HVAC"); air lines: fire sprinkler systems; security and tire detection systems; carpets; window coverings: wall coverings; and ___________________________ _ -----------------------------------~~--(collectively, the "Improvements"). 2.4 The fire sprinkler monitor: D is owned by Seller and included in the Purchase Price, D is leased by Seller. and Buyer will need to negotiate a new lease with the tire monitoring company, D ownership will be determined during Escrow, or 00 there is no fire sprinkler monitor. 2.5 Except as provided in Paragraph 2.3, the Purchase Price does not include Seller's personal property, furniture and furnishings, and all of which shall be removed by Seller prior to Closing. 3. Purchase Price. 3.1 The purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be$ follows: , payable as (Strike if not applicable) (a) Cash down payment. including the Deposit as defined in paragraph 4.3 (or if an all cash transaction, the Purchase Price): AA An,el:lnt ef "~lew Lean" as defineEi in J!aFa§Fapl-t 6.1, if any: ~ 81:l';er s1-tell tal~e li!le te tl-te PrepeFly Sl:ll3jeet te aRdler aool:ln,e ti-le felle~1in§ e11iotin§ EieeEi(s) ef lFl:lSt ("Et1ieting QeeEl(sj ef TF11st") 9881:lAR§ !Fie m1is!iA§ 1!F8ffiiSSBF'f Rele(s) ("Et1i9tifl!J Notefsl"): PAGE 1 OF 11 $ --~1=2~ i _______ _ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. OFA-20.20, Revised 11-25-2019 h \V Commercial Central CA, 740 \V Alluvial Ave# 102 Fresno. CA 93711 Phon,· 55'J302S69S Fa'<: 5594329324 Jared Ennis no S Topeka Ave - Produced with ztpForm@1 by :ipLogix 18070 Fnteen Mlle Road. Fraser, tv~ich1gan 48026 wwN.Z!pLogix:.com DocuSign Envelope ID: E079C820-8141-4C76-A0BE-57EA98E86O6C ~ AR EwistiRg ~Me ("Fil'St Hete"l wilA apr,ireiiiFAalel>y: SA UAJ:lBiS i;iriA0if!el aeleA00 89 sf IAe GlesiAg ef Seid FiFOI ~lo!e is 13e>yaale el 6 ------------------f!0F FABl~IA. iReludiRg interest et IAO rate of % f;)OF 8RAUFA URlil i;iaid (8A8i'8F IAe 0l~lire UAf!Sid fl818A0e is due 0A t, tilt AA Ei,isliAg ~Me ("Seeend ~late") \lilA SA URi;JSia ,iriAeii;iel aoloAee es ef IAe GlesiAg ef 8flflF8lEiFAalel>y: ~ --------- Seid Sessnd ~Jele is pa','BBle at 6, _________________ i;ier R'leAIA, iAsludiAg iA!eFest at !Re Fate sf ---------~~ i;J0F 8AAUFA UAlil 19aid (aml{0F IA0 eAlire unpaid BalaAee is due en _____________________ ,., (d) Buyer shall give Seller a deed of trust ("Purchase Money Deed of Trust") on the property, to secure the promissory note of Buyer to Seller described in paragraph 6 ("Purchase Money Note") in the amount of: $ -~ Total Purchase Price: $ -~ 3.2 If Buyer is taking title to the Property subject to, or assuming. an Existing Deed of Trust and such deed of trust permits the beneficiary to demand payment of fees including. but not limited to, points, processing fees, and appraisal fees as a condition to the transfer of the Property. Buyer agrees to pay such fees up to a maximum of 1.5% of the unpaid principal balance of the applicable Existing Note. 4. Deposits, 4.1 □ Bu.,,er ASS deli,·erea te Brel,er 8 e"1eol1 iA IAe SUFA ef 6, ---------. pa','aBle ta Eserew 1-lelder, le BO deli,,,0F0d B)' Brel1er le Eserew I lelder 'n1ilAiA 2 er ---BUSiA0SS d8','S after Beth Parlies ha>,<e eimeutea IAiS Agreeffl0AI BAB ll~e 0l!0SUtea AgreeFAent ABG B00A eleli,,.ered to Esorow l-loldeF, fil [!] within ~ 3 business days after both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder Buyer shall deliver to Escrow Holder a check in the sum of$ . If said check is not received by Escrow Holder within said time period then Seller may elect to unilaterally terminate this transaction by giving written notice of sucl1 election to Escrow Holder whereupon neither Party shall have any furtt,er liability to the other under tllis Agreement. Should Buyer and Seller not enter into an agreement for purchase and sale. Buyer's check or funds shall, upon request by Buyer. be promptly returned to Buyer. 4.2 Additional deposits: fat ',AJiti'liA 6 i!usiAess ela','s afler li'le Daie of Agree1tt0Rt, Bl:l.,.er si'lall deposit wil"1 Eserow I !elder ti'le additioAal Sl:lffl of & __________ te BO a,iplied ta IRe PureRase Price al IRe GlosiAg. tet ',o,liti'liA 6 i!usiness de','s after the eeAtiAgeAoies diso~1ssed iA peregre19"1 9.1 ta) througi'l ~R'li am eppFe..,ee or wai·;ee, Buyer sRall de13esit wilA Eserow I lelaer !Re ed!iilieAal suFA ef 6, _________ le be a,i131ied le the Purehase Price al the GlosiAg. fe,-If an AddilioAal Depesil is not reeei•;ed B'/ Esorow Halder witRin the tiFAe period 13ro•;ided t"1e1~ Seller R'lB)' Aotifj 81:J','er, [sere.; l-lolder, BAS Brol(ers, iA WFiliRg IAat UAless !Re AdditioAel De13esit is reeei'l•0d B',' Eserew I !older wilAiA 2 BUSiR0SS d8','S fsllowiAg said A0!iee, IA0 Escrow si'lall 13e deeffled leFffiineled wi!Aoul furli'ler Aetioe or iAstruetieAs. 4.3 Escrow Holder shall deposit the funds deposited with it by Buyer pursuant to paragraphs 4.1 and 4.2 (collectively the "Deposit"), in a State or Federally chartered bank iA BA iAleresl seofiAg account whose term is appropriate and consistent with the timing requirements of this transaction. The iAlorest ll~erefreFA ei'lall aeertie ta !Ao ileAefil of Bl:l','BF. wl:lo i'leFeb'f eol~Ae•Nledgos li'lal !here FAS',' ile penel!iee er iAlereet feFfeilures if 1"1e a,ii;ilioeille iAstruffieAt is redeeffled ,irier lo its s,ieoifiea ffialurity. Buyer's Federal Tax Identification Number is _________________ . NOTE: Such interest bearing account cannot be opened until Buyer's Federal Tax Identification Number is provided. 4:-4 ~lolwitRslandiAg IRe feFegoiAg, 'i'li!Rin 6 de.,.s afleF Escrow 1-lolder reeeivee li'le ffiBAies aeseril3ed iA paFagref!A 1.1 ailo¥e, Esorow I I elder sRall release 6,1 GO ef said FAeAies te Seller as eAd fer iAdopeAdoAt eeAsideratieR for Seller's' eiceoulioA ef ti'lie ,O.greeFAeAt oAd the groAliAg ef ti'le eeAliAgOl~O',' 11eriod le Bl:l'f0F as heroiA 11re'l1iaod. SueR ineer;ioAdeAI ooAsidera!ieA is A0A refundaale le Bu)'0F BUI oi'lall ile oredited lo 1"1e Purei'lese Price in tRe e,•enl !Rat !Ao pl:lrel~ase of tRe Prepei=t.,. is e0FAf!le!ed. 4.5 Upon waiver of all of Buyer's contingencies the Deposit shall become non-refundable but applicable to the Purchase Price except in the event of a Seller breach, or in the event that the Escrow is terminated pursuant to the provisions of Paragraph 9.1 (n) (Destruction, Damage or Loss) or 9.1 (o) (Material Change). 5. Financing Contingency. (Strike if not applicable) 5.1 This offer is contingent upon Buyer obtaining from an insurance company, financial institution or other lender. a commitment to lend to Buyer a sum equal to at least 90. 000 % of the Purchase Price, on tem1s acceptable to Buyer. Such loan ("New Loan") shall be secured by a first deed of trust or mortgage on the Property. If this Agreement provides for Seller to carry back junior financing, then Seller shall have the right to approve the terms of the New Loan. Seller shall have 7 days from receipt of the commitment setting forth the proposed terms of the New Loan to approve or disapprove of such proposed terms. If Seller fails to notify Escrow Holder, in writing, of the disapproval within said 7 days it shall be conclusively presumed that Seller has approved the terms of the New Loan. 5.2 If Buyer shall fail to notify its Broker, Escrow Holder and Seller, in writing within 60 days following the Date of Agreement, that the New Loan has not been obtained, it shall be conclusively presumed that Buyer has either obtained said New Loan or has waived this New Loan contingency. 5.3 If Buyer shall notify its Broker, Escrow Holder and Seller, in writing, within the time specified in paragraph 5.2 hereof, that Buyer has not obtained said New Loan, this Agreement shall be terminated, and Buyer shall be entitled to the prompt return of the Deposit. plus any interest earned thereon, less only Escrow Holder and Title Company cancellation fees and costs, which Buyer shall pay. &, Seller Fina11eiA!!I ~PUFOABSe MOAB',' ~lelej, f,Slrit,o .ifnat 8f3fJheeh!ei 6-:-4 If Seller appreves Bu','er's fineAeiels /see paragraph 6.6j t"1e PureReso MoAe, ~late si'loll pre~·ide ~or iAteresl OA UApoid ,ifiAei,iBI et !l=te ro~e sf -----% f!BF EIAAUAl, wi!l=t f;)FiAOifi)al BAtl iAterest 11aia OS fellows: ---------------------- (E INITIALS © 2019 AIR CRE. All Rights Reserved. PAGE 2 OF 11 INITIALS OFA-20.20, Revised 11-25-2019 Produced with zlpFom1@ by z1pLog1x 18070 Fifteen Mlle Raad. Fraser, Michigan 48026 111ww.zipLog1x.com 920 S fopeka Ave - DocuSign Envelope ID: E079C820-8141-4C76-AOBE-57EA98E8606C TAO Pl'.lrel:laoe Mel'tO;' ~Joie aRd Pl'.JFBA000 Moi,ey DeeEI ef Trl'.IOI SAOII 13e 81, IAO Gl'.IFFORI ferA19 OOFAFAORly l'.ISOd 13y Eserow I ieleer, 01'19 13e jt:1Ri0r 0R9 Sl'.180F9iRate eRI•; le IAe EicistiR§ Nole(sj 9R9,1er lhe !>lew LOSA m113ressl:r eallee fer 13y !his P,§FOOFAORt ~ TFte Pt:1rnAese Memey Nale aReler !he Pl:IFOFIBSe MeRey Deee sf Trt1st SFISII 89RIBiR 13re•;isieRS r0§9F9ifl!j IFIC fellewiR§ (see else f3!!F9§F8f3FI 19.3 (B,l: fat A--ci,a;•,·He,~t. Prinei13al FASY ae 13re13eiei in wRele or in 19erl al en 1; Hffte ,ii!FIBl'.11 19enally, al iFle e13tim't ef tl9e Bt:1yer. ~ Late Ghef'&le. A late OFISF§e ef sq(, SAOII i;e 13ayaale will9 res13eet le OR:( payR1eRI ef priRei13al, i11leresl, BF S!FleF el'tOF§eS, 11st n<taEle witl9iR 19 eays offer it is et:1e. fe, f>1:1e OR 8a,'e. IR !he e..,rn'tl !late Bt1yer sells er IFEmsfers title le !late Pre13erey or any por!ioR lhereef. U1eR !11c Seller 1=ne:r. at Seller's cplieR, reqt:1ire !Ae cR!ire t1npaie Bela Ree of oaie ~late lo BC poiei iR fi:111. e-:-3 If IFIC Pt1relatosc MeRey Dees of Trust is le BC SllBSFdiRale ts OIACF liROROiR§, Esersw 1-ioleer SAOII, at Bt1yer's C!!peRse J3FCPOFC 8R9 F099Fd CR Seller's BChalf a rOEIUCSt for Reliec of default Ol'IEl,'or sale wilA FC§OFei lo caeA FACrl§O§C BF eiccEI sf IFl:ISt le WAieA il '"'ill BC !!t119oreinolc. 6-:4 !J.'ARNINQ: G.O.LIFORNIJI, LNN 90E8 NOT .O.LLOW 9EFIGIENGY .Jbl9QEMENTS ON SELLER Fl~I.O.NGINQ. IF 81:JYER blbTIMATELY 9EFAblLTS ON Tl IE LOAN, SELLER'S SOLE REMEQY IS TO FORECLOSE ON TUE PROPERTY. M Seller's eali§alion le previeie f.inoReiR!:I io cenli1't§Cnl t113en 8cllcr'o reessRoi:lle 013pro~•al of Bt1yer's fiRansial ee11dilicA. Bl'.lyer le provide a et1rrer~t firmReial slalcFAOl'tl oRd ee13ics sf its Fcecrol la!( rclt1Fl'IS fer !late last <I years le Seller wilAiR 19 eiays fellewiRg the Dote ef /\§FCCFROAi. 8cllcr Aas 19 eoys fellowiR§ rceeif!! ef suelat eioeuFAeRtatieR le satisfy ileclf •,t/i!h re!tjere te Buyer's fiRaReiol eeRElilion BREI le Rotif;' Eserew 1-iclElcr as ts wl9ctl9er or Rot Bt1yer's liRoReiol eeReitisR is oeec13taalc. If 8cllcr fuils te Rotif>; Eserow 1-iolecr, iR writin§, of !late eiee1313re 1,al sf !Aie ceRliA§CRB'; withiA seiei liFAc 13eriee, it slatall 19c eeRslt1si•,el,1 prcst:1fftce tlatol Seller has 013provce Buyer's fiRancial cenElitioA. If Seller is not satisfies witl9 Bt1,1er's finoReial eeReiitieR er if Buyer fuils lo dcli•,•cr tlate rceiuircel dect1fftCAlatie1~ !Ren 8ellcr FAS',' Rstif>,1 Eeersw l,sleer in Vtl!'i!iR§ tlatat 8cllcr FiRe11eiR§ will Rel sc ovailoBle, and Bt1ycr el,ell ho11e the e13!isn, wilhiA 18 days of !Re reoeipt of suelat Reliee, le eitl9er tcrr11iRotc llatis .raRsoetieA er to f!UFOAese 11:m Pr013erly wi!Roul 8eller liABAOiRg. If Bct)'OF fails le Ratify Eserev.1 I le\e!cr wi'thiA eaiel liFRe 13eriee! ef its elcetieA le terFAina!c this !FBRSBcliSl'I lhCR Bt:1yer SABI! BO ceRelusi11cly pFCStlfftee Is AB'v'e elcetee ls 13t1relateoe the Prc13crly will9eu! 8eller fiA91'19iR§. If Bt1yer clceto le lerFRiAelc. Bl'.lycr's De13esit sf:loll 19c reftlAElce less Title GeFAfli!!R'I oAd Eserew 1-iolecr eaneellatisR fees oREl ses!s, all ef wlatieA slatell 19c Bl'.lycr's sbli§etion. 7. Real Estate Brokers. 7.1 Each Party acknowledges receiving a Disclosure Regarding Rea! Estate Agency Relationship, confirms and consents to the following agency relationships in this transaction with the following real estate brokers (''Brokcr(s)") and/or their agents ("Agent(s)"): Seller's Brokerage Firm =-KW:.:..:....~C~o=mm=ecccr=c=i-=a-=l'------------------------------------- License No, 01841795 Is the broker of (check one): 00 the Seller; or D both the Buyer and Seller (dual agent). Seller's Agent Kevin Land License No.01516541 Agent and the Seller's Agent (dual agent). Is (check one):00 the Seller's Agent (salesperson or broker associate): or D both the Buyer's Agent Buyer's Brokerage Firm =.KW:.:..:......,C::..,oc=mm=e=-r=-c=i-=a=l'------------------------------------- License No. 018864461 Is the broker of (check one): 00 the Buyer: or D both the Buyer and Seller (dual agent). Buyer's Agent Jared Ennis License No, 01945284 Is (check one):0 the Buyer's Agent (salesperson or broker associate); or 00 both the Buyer's Agent Agent and the Seller's Agent (dual agent). The Parties acknowledge that other than the Brokers and Agents listed above, there arc no other brokers and agents representing the Parties or due any fees and/or commissions under this Agreement. Buyer shall use the services of Buyer's Broker exclusively in connection with any and all negotiations and offers with respect to the Property for a period of 1 year from the date inserted for reference purposes at the top of page 1. 7.2 Buyer and Seller each represent and warrant to the other that he/she/it has had no dealings with any person, firm, broker, agent or finder in connection with the negotiation of this Agreement and/or the consummation of the purchase and sale contemplated herein, other than the Brokers and Agents named in paragraph 7.1, and no broker, agent or other person, firm or entity, other than said Brokers and Agents is/are entitled to any commission or finder's fee in connection with this transaction as the result of any dealings or acts of such Party. Buyer and Seller do each hereby agree to indemnify, defend, protect and hold the other harmless from and against any costs, expenses or liability for compensation, commission or charges which may be claimed by any broker, agent, finder or other similar party, other than said named Brokers and Agents by reason of any dealings or act of the indemnifying Party. 8. Escrow and Closing. 8.1 Upon acceptance hereof by Seller, this Agreement, including any counteroffers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer and Seller. but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions. In the event that there is any conflict between the provisions of the Agreement and the provisions of any additional escrow instructions the provisions of the Agreement shall prevail as to the Parties and the Escrow Holder. 8.2 As soon as practical after the receipt of this Agreement and any relevant counteroffers, Escrow Holder shall ascertain the Date of Agreement as defined in paragraphs 1.2 and 20.2 and advise the Parties and Brokers, in writing, of the date ascertained. 8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and practice of the community in which Escrow Holder is located, including any reporting requirements of the Internal Revenue Code. In the event of a conflict between the law of the slate where the Property is located and the law of the state where the Escrow Holder is located, the law of the state where the Property is located shall prevail. 8.4 Subject to satisfaction of the contingencies herein described, Escrow Holder shall close this escrow (the "Closing") by recording a gen~gl warranty deed (a grant deed in California) and the other documents required to be recorded, and by disbursing the funds and docu~ints n t'.[,ordance with this Agreement. G~ INITIALS © 2019 AIR CRE. All Rights Reserved. PAGE30F11 ~ INITIALS OFA-20.20, Revised 11-25-2019 920 S Topeka Ave - DocuSign Envelope ID: E079C820-8141-4C76-A0BE-57EA98E86D6C 8.5 Buyer and Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer taxes. Seller shall pay the premium for a standard coverage owner's or joint protection policy of title insurance. (See also paragraph 11) 8.6 Escrow Holder shall verify that all of Buyer's contingencies have been satisfied or waived prior to Closing. The matters contained in paragraphs 9.1 subparagraphs (b), (c), (d), (e), (g), (i), (n), and (o), 9.4. 9.5, 12, 13, 14, 16, 18, 20, 21, 22, and 24 are, however, matters of agreement between the Parties only and are not instructions to Escrow Holder. 8.7 If this transaction is terminated for non-satisfaction and l'left-W!iiver of a Buyer's Contingency, as defined in paragraph 9.2 or disapproval of any other matter subject to Buyer's approval, then neither of the Parties shall thereafter have any liability to the other under this Agreement. except to the extent of a breach of any affirmative covenant or warranty in this Agreement. In the event of such termination, Buyer shall, subject to the provisions of paragraph 8.10, be promptly refunded all funds deposited by Buyer with Escrow Holder, less only the $100 provided for in paragraph 4.4 and the Title Company and Escrow Holder cancellation fees and costs, all of which shall be Buyer's obligation. If this transaction is terminated as a result of Seller's breach of this Agreement then Seller shall pay the Title Company and Escrow Holder cancellation fees and costs. 8.8 The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow is in condition for Closing; provided, however, that if the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual instructions of the Parties, a Party not then in default under this Agreement may notify the other Party, Escrow Holder, and Brokers, in writing that unless the Closing occurs within 5 business days following said notice, the Escrow shall be deemed terminated without further notice or instructions. 8.9 Except as otherwise provided herein, the termination of Escrow shall not relieve or release either Party from any obligation to pay Escrow Holder's fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, agreements, covenants or warranties contained therein. 8.10 If this Escrow is termination for any reason other than Seller's breach or default, then as a condition to the return of Buyer's deposit, Buyer shall within 5 days after written request deliver to Seller. at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans. feasibility studies and other similar items prepared by or for Buyer that pertain to the Property. 9. Contingencies to Closing. 9.1 The Closing of this transaction is contingent upon the satisfaction or waiver of the following contingencies. IF BUYER FAILS TO NOTIFY ESCROW HOLDER, IN WRITING, OF THE DISAPPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN, IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS APPROVED SUCH ITEM, MATTER OR DOCUMENT. Buyer's conditional approval shall constitute disapproval, unless provision is made by the Seller within the time specified therefore by the Buyer in such conditional approval or by this Agreement, whichever is later, for the satisfaction of the condition imposed by the Buyer. Escrow Holder shall promptly provide all Parties with copies of any written disapproval or conditional approval which it receives. With regard to subparagraphs (a) through (m) the pre-printed time periods shall control unless a different number of days is inserted in the spaces provided. (a) Disclosure. Seller shall make to Buyer, through Escrow, all of the applicable disclosures required by law (See AIR Commercial Real Estate Association ("AIR") standard form entitled "Seller's Mandatory Disclosure Statement") and provide Buyer with a completed Property Information Sheet ("Property Information Sheet") concerning the Property, duly executed by or on behalf of Seller in the current form or equivalent to that published by the AIR within 49-ef 10 days following the Date of Agreement Buyer has 1 0 days from the receipt of said disclosures to approve or disapprove the matters disclosed. (b) Physical Inspection. Buyer has ~ 30 days following !Ro reeoip! ef !Ro Preperly lnferA1atien Slleel er the Date of Agreement, wllielle>i1er is laler, to satisfy itself with regard to the physical aspects and size of the Property. (c) Hazardous Substance Conditions Report. Buyer has~ ~ days following Ille reeeip! ef Ille PrepeFF)• lnfflrA1atien ~ the Date of Agreement. 'ti/Rielle.,,or ie leler, to satisfy itself with regard to the environmental aspects of the Property. Seller recommends that Buyer obtain a Hazardous Substance Conditions Report concerning the Property and relevant adjoining properties. Any such report shall be paid for by Buyer. A "Hazardous Substance" for purposes of this Agreement is defined as any substance whose nature and/or quantity of existence, use, manufacture, disposal or effect, render it subject to Federal, state or local regulation. investigation, remediation or removal as potentially injurious to public health or welfare. A "Hazardous Substance Condition" for purposes of this Agreement is defined as the existence on, under or relevantly adjacent to the Property of a Hazardous Substance that would require remediation and/or removal under applicable Federal. state or local law. (d) Soil Inspection. Buyer has~ 30 days following the receipt of Ille Preperly lnforA1alieA Sileo! er the Date of Agreement, whielle,;er is laler, to satisfy itself with regard to the condition of the soils on the Property. Seller recommends that Buyer obtain a soil lest report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any soils report that Seller may have within 1 0 days of the Date of Agreement. (e) Governmental Approvals. Buyer has~ ~ days following the Date of Agreement to satisfy itself with regard to approvals and permits from governmental agencies or departments which have or may have jurisdiction over the Property and which Buyer deems necessary or desirable in connection with its intended use of the Property, including, but not limited to, permits and approvals required with respect lo zoning, planning, building and safety, fire, police, handicapped and Americans with Disabilities Act requirements, transportation and environmental matters. (f) Conditions of Title. Escrow Holder shall cause a current commitment for title insurance ("Title Commitment") concerning the Property issued by the Title Company, as well as legible copies of all documents referred to in the Title Commitment ("Underlying Documents"), and a scaled and dimensioned plot showing the location of any easements to be delivered to Buyer within~ ~ days following t11e Date of Agreement. Buyer has 1 0 days from the receipt of the Title Commitment, the Underlying Documents and the plot plan to satisfy itself with regard to the condition of title. The disapproval by Buyer of any monetary encumbrance, which by the terms of this Agreement is not to remain against the Property after the Closing, shall not be considered a failure of this contingency, as Seller shall have the obligation, al Seller's expense, lo satisfy and remove such disapproved monetary encumbrance at or before the Closing. (g) Survey. Buyer has ~ ~ days following the receipt of the Title Commitment and Underlying Documents to satisfy 1tself~ilh regard to any ALTA title supplement based upon a survey prepared to American Land Title Association ("ALTA") standardsJgr an ill-PAGE40F11 ~ INITIALS © 2019 AIR CRE. All Rights Reserved. F'roduced witr, zipForm® by ziplogix 18070 F~teen Mile Road, Fraser, Michigan 48026 INITIALS OFA-20.20, Revised 11-25-2019 920 S Topeka Ave - DocuSign Envelope ID: E079C820-8141-4C76-AOBE-57EA98E8606C owner's policy by a licensed surveyor, showing the legal description and boundary lines of the Property, any easements of record, and any improvements, poles, structures and things located within 10 feet of either side of the Property boundary lines. Any such survey shall be prepared at Buyer's direction and expense. If Buyer has obtained a survey and approved the ALT A title supplement, Buyer may elect within the period allowed for Buyer's approval of a survey to have an AL TA extended coverage owner's form of title policy, in which event Buyer shall pay any additional premium attributable thereto. f"'1 f;J,,faliR§ &eaeea ami 7=eRBRef effiteFReRta. Seller ef:ta!I witAiA 1 O er ___ days felle,>'iA§ tf:te Dale er AgreeFAeAI 13ro¥ide Belf:t Bu)1er aAd Eserew I lelEler witA le§iBle ee13iee or oil leooes, suBleases er reA!al arraA§OFAen!s /eelleeti'.,el)', "E11istiR!J beases") affeetiR§ tf:te Pre130Fl'/, anEI witA a tenanev elaleFAenl ("Esto1111el CeFtiJieate") in tf:te latest ferFA er e11ui¥alent le tAat J3UBIisf:ted B~' tAe /\IR, eimeuted i!y Seller aAEl,'er oas"1 tORQAt EIA8 O~IBtenaAt of !AO Pro130Fty, Seller sf:tall use its BOS! e!a!erts le AaYO eaoA tenaAI seFRpleto ar,d 0Jl88Ul8 QI'! Esteppel Gertifieale. If BA',' leAaAl foils er refi:Jses le 13re¥ide an Eole1313el Gertifieaie iAeA Seller of:tall eeFA13lele and elleeute 01'! Estep,:iel Gertifieate fer lAat ienane','. Bu','er Aas i O Ela','e freFR !Ae reseipt ef said Eieisling Leases 01'!8 Eete,:ipel Gertifieates to satisfy itself wilA regar8 te tf:te Euisting Leases and 81'1)' e!Aer !eAaney issues. tit Ov,'Rer'e AeeeeiatieR. Seller 0"1011 wilf:tin 113 er --1Q,__ days fellewiA§ !he Date ef /l,greeFAenl ,:irs11ise Bu,,er witl'I a stateFAent end !Femsfer ,:,ael1a§e frefft BA',' ss,ner's asseeia!ien sef'llliein§ tAe Pre13er!1. Sueh transfer 13aelm!!e of:tall at a FAinifflUfft ineluae: ee,:iieo ef the asseeiatien's l,~ila•nis, ariiales ef ineer13eralien, eurrent 131:1El!!e! ans finanaial stateFRent. Bu','er Aas 1 Q 88','5 freFA the resei,:it ef susA eeauFRenls le satisfy itself wit"1 FO§ard le the assaeiatien. U) Other Agreements. Seller shall within 40-ef __1Q__ days following the Date of Agreement provide Buyer with legible copies of all other agreements ("Other Agreements") known to Seller that will affect the Property after Closing. Buyer has 10 days from the receipt of said Other Agreements to satisfy itself with regard to such Agreements. (k) Financing If paragraph 5 hereof dealing with a financing contingency has not been stricken, the satisfaction or waiver of such New Loan contingency. tit f5ld-5b¥'1§ A.1efe5. If 13ara§ra,:i"1 a.1 (e) has net Been striel1en, Seller eAall wilAin 1 Q er __1Q__ says fellewin§ lhe Date ef f',!!reeFAeAt 13re11ide Bu·,;er will~ le§isle ee13iee sf tAe El!isiin!! PJeles, Euisting Deeeis ef Trust anEI relaled agreeFAen!o (eelleeti>,ely, "bean QeottlMeRts") le wAieA !Ae Pra13ert.,, will reFAein Ol:IBjeet af:ler tAe Giesing. Esera .. l-lelder sf:tall 13raFA13tly reeiuesl freFA lAe f:telders er the Eliisling Plates a eenefieia~• stateFAen! ("Be11eJi11io~· 6tole1MeRt") eenfiFFAin!!: (1) lf:te aFAew~t ef!Ae uI~,:iaie ,:irinei13al Bela11ee, tl'le eurrent i1'llerest rate, and !l'le date le i\1Aief:t iAterest is ,:iaiei, and (2) !Re nature ans aFAeunt ef an·; iFA,:ieu11eio Reis a,· tAe eenefieim,1 in eenneetien ·,,;itl'l s1:1eh lean. 81:f;er Aas ~ __1Q__ BB';S fellewir,g !Ae reeeipt ef !Ae LeaA DeeuFAents e1~ei Benefieiary StateFRe1'1ls to satisf,1 itself with re§ard le sueA fi,~aneing. Bu','er's ei!li!)a!ien ts eleee is eonditieneEI upen Bu','er i!eiA!! ai!le le puref:tase !Ae Pra,:ierty wilReut aeeeleralien er ef:tange in tf:te terFAs ef any EJEislin!! ~Jatos er ef:tar!jeG te Bu,.er e11sepl as et"1erwise 13re.,,iEled in tAis ,o,§reeFRent er appre1,1e8 e·y Buyer, preYieieEI, Ae•Ne•,•er, Bu','er sf:tall ,:iay tAe transfer fee referree le i1~ flaFB§fa~h 3.2 f:tereef. Ulee,11ise if Seller is le earpt baelt a Puref:tase Me11e·y Plele !AeA Seller of:tall witAin 113 er __1Q__ aa;,e, fellewin§ IAe Date ef /\gree1'f!ent prsviee Buyer with a ee,:iy ef tAe prepeeed Purehase Mane',' ~late an8 P1:1reAase Money Deed of Trust. Buyer has ~ __1Q__ days from the receipt of such documents to satisfy itself with regard to the form and content thereof. (m) Personal Property. In the event that any personal property is included in the Purchase Price, Buyer has 10 or _l_Q__ ~ following the Date of Agreement to satisfy itself with regard to the title condition of such personal property. Seller recommends that Buyer obtain a UCC-1 report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any liens or encumbrances affecting such personal property that it is aware of within 10 or __1Q__ days following the Date of Agreement. (n) Destruction, Damage or Loss. Subsequent to the Date of Agreement and prior to Closing there shall not have occurred a destruction, or damage or loss to, the Property or any portion thereof, from any cause whatsoever, which would cost more than $10.000.00 to repair or cure. If the cost of repair or cure is $10,000.00 or less, Seller shall repair or cure the loss prior to the Closing. Buyer shall have the option, within 10 days after receipt of written notice of a loss costing more than $10,000.00 to repair or cure, to either terminate this Agreement or to purchase the Property notwithstanding such loss, but without deduction or offset against the Purchase Price. If the cost to repair or cure is more than $10,000.00, and Buyer does not elect to terminate this Agreement, Buyer shall be entitled to any insurance proceeds applicable to such loss. Unless otherwise notified in writing, Escrow Holder shall assume no such destruction, damage or loss has occurred prior to Closing. (o) Material Change. Buyer shall have 10 days following receipt of written notice of a Material Change within which to satisfy itself with regard to such change. "Material Change" shall mean a substantial adverse change in the use, occupancy, tenants. title. or condition of the Property that occurs after the date of this offer and prior to the Closing. Unless otherwise notified in writing, Escrow Holder shall assume that no Material Change has occurred prior to the Closing. (p) Seller Performance. The delivery of all documents and the due performance by Seller of each and every undertaking and agreement to be performed by Seller under this Agreement. (q) Brokerage Fee. Payment at the Closing of such brokerage fee as is specified in this Agreement or later written instructions to Escrow Holder executed by Seller and Brokers ("Brokerage Fee"). It is agreed by the Parties and Escrow Holder that Brokers are a third party beneficiary of this Agreement insofar as the Brokerage Fee is concerned, and that no change shall be made with respect to the payment of the Brokerage Fee specified in this Agreement. without the written consent of Brokers. 9.2 All of the contingencies specified in subparagraphs (a) through (m) of paragraph 9.1 are for the benefit of, and may be waived by, Buyer, and may be elsewhere herein referred to as "Buyer's Contingencies." 9.3 If any of Buyer's Contingencies or any other matter subject to Buyer's approval is disapproved as provided for herein in a timely manner ("Disapproved Item"), Seller shall have the right within 1 O days following the receipt of notice of Buyer's disapproval to elect to cure such Disapproved Item prior to the Expected Closing Date ("Seller's Election"). Seller's failure to give to Buyer within such period, written notice of Seller's commitment to cure such Disapproved Item on or before the Expected Closing Date shall be conclusively presumed to be Seller's Election not to cure such Disapproved Item. If Seller elects, either by written notice or failure to give written notice. not to cure a Disapproved Item, Buyer shall have the right, within 10 days after Seller's Election to either accept title to the Property subject to such Disapproved Item, or to terminate this Agreement. Buyer's failure to notify Seller in writing of Buyer's election to accept title to the Property subject to the Disapproved Item without deduction or offset shall constitute Buyer's election to terminate this Agreement. Unless expressly provided otherwise herein, Seller's right to cure shall not apply to the remediation of Hazardous Substance Conditions or to the Financing Contingency. Unless the Parties mutually instruct othe~ise, if the time periods for the satisfaction of contingencies or for Seller's and Buyer's elections would expire on a date after the Ex 1,~ted Piifg Date, the Expected Closing Date shall be deemed extended for 3 business days following the expiration of: (a) the applicable c 1ti7;,e;;,cy ~ PAGE5OF11 INITIALS © 2019 AIR CRE. All Rights Reserved. INITIALS OFA-20.20, Revised 11-25-2019 Produced with z1pForm~J by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 i,vww.ziologr:(,COnl 920 S Topeka Ave - DocuSign Envelope ID E079C820-8141-4C76-A0BE-57EA98E86O6C period(s), (b) the period within which the Seller may elect to cure the Disapproved Item. or (c) if Seller elects not to cure, the period within which Buyer may elect to proceed with this transaction, whichever is later. 9A The Parties acknowledge that extensive local, state and Federal legislation establish broad liability upon owners and/or users of real property for the investigation and remediation of Hazardous Substances. The determination of the existence of a Hazardous Substance Condition and the evaluation of the impact of suct1 a condition are highly technical and beyond the expertise of Brokers. The Parties acknowledge that they have been advised by Brokers to consult their own technical and legal experts with respect to the possible presence of Hazardous Substances on the Property or adjoining properties, and Buyer and Seller are not relying upon any investigation by or statement of Brokers with respect thereto. The Parties hereby assume all responsibility for the impact of such Hazardous Substances upon their respective interests herein. 10. Documents Required at or Before Closing: 10. 1 Five days prior to the Closing date Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company and provide copies thereof to each of the Parties. 10.2 Seller shall deliver to Escrow Holder in time for delivery to Buyer at the Closing: (a) Grant or general warranty deed. duly executed and in recordable form, conveying fee title to the Property to Buyer. (bl If applicable, the Beneficiary Statements concerning Existing Note(s). (c) If applicable, the Existing Leases and Other Agreements together with duly executed assignments thereof by Seller and Buyer. The assignment of Existing Leases shall be on the most recent Assignment and Assumption of Lessor's Interest in Lease form published by the AIR or its equivalent. (d) An affidavit executed by Seller to the effect that Seller is not a "foreign person" within the meaning of Internal Revenue Code Section 1445 or successor statutes. If Seller does not provide such affidavit in form reasonably satisfactory to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Internal Revenue Service such sum as is required by applicable Federal law with respect to purchases from foreign sellers. (e) If the Property is located in California, an affidavit executed by Seller to the effect that Seller is not a "nonresident" within the meaning of California Revenue and Tax Code Section 18662 or successor statutes. If Seller does not provide such affidavit in form reasonably satisfactory to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such sum as is required by such statute. (g\f)lf applicable, a bill of sale, duly executed, conveying title to any included personal property to Buyer. (g) If the Seller is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the sale of the Property. 10.3 Buyer shall deliver to Seller through Escrow: (a) The cash portion of the Purchase Price and such additional sums as are required of Buyer under this Agreement shall be deposited by Buyer with Escrow Holder, by federal funds wire transfer. or any other method acceptable to Escrow Holder in immediately collectable funds. no later than 2:00 P,M. on the business day prior to the Expected Closing Date provided, however, that Buyer shall not be required to deposit such monies into Escrow if at the time set for the deposit of such monies Seller is in default or has indicated that it will not perform any of its obligations hereunder. Instead, in such circumstances in order to reserve its rights to proceed Buyer need only provide Escrow with evidence establishing that the required monies were available. (b) If a Purchase Money Note and Purchase Money Deed of Trust are called for by this Agreement, the duly executed originals of those documents, the Purchase Money Deed of Trust being in recordable form. together with evidence of fire insurance on the improvements in the amount of the full replacement cost naming Seller as a mortgage loss payee, and a real estate tax service contract (at Buyer's expense), assuring Seller of notice of the status of payment of real property taxes during the life of the Purchase Money Note. Buyer. (c) The Assignment and Assumption of Lessor's Interest in Lease form specified in paragraph 10.2(c) above, duly executed by (d) Assumptions duly executed by Buyer of the obligations of Seller that accrue after Closing under any Other Agreements. (e) If applicable, a written assumption duly executed by Buyer of the loan documents with respect to Existing Notes. (f) If the Buyer is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the purchase of the Property. 10.4 At Closing, Escrow Holder shall cause to be issued to Buyer a standard coverage (or AL TA extended, if elected pursuant to 9.1 (g)) owner's form policy of Mle insurance effective as of the Closing. issued by the Title Company in the full amount of the Purchase Price, insuring title to the Property vested in Buyer, subject only to the exceptions approved by Buyer. In the event there is a Purchase Money Deed of Trust in this transaction, the policy of title insurance shall be a joint protection policy insuring both Buyer and Seller. IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING. 11. Prorations and Adjustments. 11.1 Taxes. Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the Closing, based upon the latest tax bill available. The Parties agree to prorate as of the Closing any taxes assessed against the Property by supplemental bill levied by reason of events occurring prior to the Closing. Payment of the prorated amount shall be made promptly in cash upon receipt of a copy of any supplemental bill. 11.2 Insurance. WARNING: Any insurance which Seller may have maintained will terminate on the Closing. Buyer is advised to obtain appropriate insurance to cover the Property. 11.3 Rentals, interest and Expenses. Scheduled rentals, interest on Existing Notes, utilities, and operating expenses shall be prorated as of the date of Closing. The Parties agree to promptly adjust between themselves outside of Escrow any rents received after the Closing. 11.4 Secunty Deposit Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Clos1n~ ~ PAGE 6 OF 11 [dt: INITIALS © 2019 AIR CRE. All Rights Reserved. INITIALS OFA-20.20, Revised 11-25-2019 Produced wtth z1pForm<e1 by ziplogix 18070 Frfteen Mile Road. Fraser. t,,,1!ch1gan 48026 wyw1.z1plgg1x.com 920 S Topeka Ave - DocuSign Envelope ID: E079C820-8141-4C76-A0BE-57EA98E86O6C 11.5 Post Closing Matters. Any item to be prorated that is not determined or determinable at the Closing shall be promptly adjusted by the Parties by appropriate cash payment outside of the Escrow when the amount due is determined. 11.6 Variations in Existing Note Balances. In the event that Buyer is purchasing the Property subject to an Existing Deed of Trust(s). and in the event that a Beneficiary Statement as to the applicable Existing Note(s) discloses that the unpaid principal balance of such Existing Note(s) at the closing will be more or less than the amount set forth in paragraph 3.1 (c) hereof ("Existing Note Variation"), then the Purchase Money Note(s) shall be reduced or increased by an amount equal to such Existing Note Variation. If there is to be no Purchase Money Note, the cash required at the Closing per paragraph 3. 1 (a) shall be reduced or increased by the amount of such Existing Note Variation. 11.7 Variations in New Loan Balance. In the event Buyer is obtaining a New Loan and the amount ultimately obtained exceeds the amount set forth in paragraph 5.1, then the amount of the Purchase Money Note, if any, shall be reduced by the amount of such excess. 11.8 Owner's Association Fees. Escrow Holder shall: (i) bring Seller's account with the association current and pay any delinquencies or transfer fees from Seller's proceeds, and (ii) pay any up front fees required by the association from Buyer's funds. 12. Representations and Warranties of Seller and Disclaimers. 12.1 Seller's warranties and representations shall survive the Closing and delivery of the deed for a period of 3 years, and any lawsuit or action based upon them must be commenced within such time period. Seller's warranties and representations are true, material and relied upon by Buyer and Brokers in all respects. Seller hereby makes the following warranties and representations to Buyer and Brokers: (a) Authority of Seller. Seller is the owner of the Property and/or has the full right, power and authority to sell, convey and transfer the Property to Buyer as provided herein, and to perform Seller's obligations hereunder. (b) Maintenance During Escrow and Equipment Condition At Closing. Except as otherwise provided in paragraph 9.1 (n) hereof, Seller shall maintain the Property until the Closing in its present condition, ordinary wear and tear excepted. (c) Hazardous Substances/Storage Tanks. Seller has no knowledge, except as otherwise disclosed to Buyer in writing, of the existence or prior existence on the Property of any Hazardous Substance, nor of the existence or prior existence of any above or below ground storage tank. (d) Compliance. Except as otherwise disclosed in writing, Seller has no knowledge of any aspect or condition of the Property which violates applicable laws. rules. regulations, codes or covenants, conditions or restrictions, or of improvements or alterations made to the Property without a permit where one was required, or of any unfulfilled order or directive of any applicable governmental agency or casualty insurance company requiring any investigation. remediation, repair, maintenance or improvement be performed on the Property. (e) Changes in Agreements. Prior to the Closing, Seller will not violate or modify any Existing Lease or Other Agreement, or create any new leases or other agreements affecting the Property, without Buyer's written approval, which approval will not be unreasonably withheld. (f) Possessory Rights. Seller has no knowledge that anyone will. at the Closing. have any right to possession of the Property. except as disclosed by this Agreement or otherwise in writing to Buyer. (g) Mechanics' Liens. There are no unsatisfied mechanics' or materialmens' lien rights concerning the Property. (h) Actions. Suits or Proceedings. Seller has no knowledge of any actions. suits or proceedings pending or threatened before any commission, board, bureau, agency, arbitrator. court or tribunal that would affect the Property or the right to occupy or utilize same. (i) Notice of Changes. Seller will promptly notify Buyer and Brokers in writing of any Material Change (see paragraph 9.1 (o)) affecting the Property that becomes known to Seller prior to the Closing. u) No Tenant Bankruptcy Proceedings. Seller has no notice or knowledge that any tenant of the Property is the subject of a bankruptcy or insolvency proceeding. (k) No Seller Bankruptcy Proceedings. Seller is not the subject of a bankruptcy, insolvency or probate proceeding. (I) Personal Property. Seller has no knowledge that anyone will, at the Closing. have any right to possession of any personal property included in the Purchase Price nor knowledge of any liens or encumbrances affecting such personal property, except as disclosed by this Agreement or otherwise in writing to Buyer. 12.2 Buyer hereby acknowledges that, except as otherwise stated in this Agreement, Buyer is purchasing the Property in its existing condition and will, by the time called for herein. make or have waived all inspections of the Property Buyer believes are necessary to protect its own interest in. and its contemplated use of, the Property. The Parties acknowledge that except as otherwise stated in this Agreement, no representations, inducements. promises, agreements, assurances, oral or written, concerning the Property. or any aspect of the occupational safety and health laws, Hazardous Substance laws, or any other act. ordinance or law, have been made by either Party or Brokers, or relied upon by either Party hereto. 12.3 In the event that Buyer learns that a Seller representation or warranty might be untrue prior to the Closing, and Buyer elects to purchase the Property anyway then, and in that event, Buyer waives any right that it may have to bring an action or proceeding against Seller or Brokers regarding said representation or warranty. 12.4 Any environmental reports. soil reports, surveys, and other similar documents wllich were prepared by third party consultants and provided to Buyer by Sel!er or Seller's representatives, have been delivered as an accommodation to Buyer and without any representation or warranty as to the sufficiency, accuracy, completeness. and/or validity of said documents, all of which Buyer relies on at its own risk. Seller believes said documents to be accurate, but Buyer is advised to retain appropriate consultants to review said documents and investigate the Property. 13. Possession. Possession of the Property shall be given to Buyer at the Closing subject to the rights of tenants under Existing Leases. 14. Buyer's Entry. At any time during the Escrow period, Buyer, and its agents and representatives, shall have the right at reasonable times and subject to rights of tenants, to enter upon the Property for the purpose of making inspections and tests specified in this Agreement. No destructive testing shall be conducted, however, without Seller's prior approval which shall not be unreasonably withheld. Following any such entry or work, unless otherwise directed in writing by Seller, Buyer shall return the Property to the condition ii was in prior to such entry or work, including the recompaction or [F' of aoy dlsrnpled soil 01 maleclal as Selle, may ~asooabfy dlceci. AJI sod, lospeciioos aed lesls aed aey <rthec ~ck roG 01 PAGE 7 OF 11 INITIALS © 2019 AIR CRE. All Rights Reserved. INITIALS OFA-20.20, Revised 11-25-2019 Produced with zipFom1\B) by zipl.og1:< 18070 Fifteen Mile Road, Fraser, M:chigan 48026 v,.,-ww.zipLogtx,com 921! S Topeka Ave - DocuSign Envelope ID: E079C820-8141-4C76-A0BE-57EA98E86D6C materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and when due and Buyer shall indemnify, defend, protect and hold harmless Seller and the Property of and from any and all claims, liabilities, losses, expenses (including reasonable attorneys' fees), damages, including those for injury to person or property, arising out of or relating to any such work or materials or the acts or omissions of Buyer, its agents or employees in connection therewith, 15. Further Documents and Assurances. The Parties shall each, diligently and in good faith, undertake all actions and procedures reasonably required to place the Escrow in condition for Closing as and when required by this Agreement The Parties agree to provide all further information, and to execute and deliver all further documents, reasonably required by Escrow Holder or the Title Company, 16. Attorneys' Fees. If any Party or Broker brings an action or proceeding (including arbitration) involving the Property whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees and costs, Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred, 17. Prior Agreements/Amendments. 17 .1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property. 17 ,2 Amendments lo this Agreement are effective only if made in writing and executed by Buyer and Seller, 18. Broker's Rights. 18, 1 If this sale is not consummated due to the default of either the Buyer or Seller, the defaulting Party shall be liable to and shall pay to Brokers the Brokerage Fee that Brokers would have received had the sale been consummated. If Buyer is the defaulting party, payment of said Brokerage Fee is in addition to any obligation with respect to liquidated or other damages. 18.2 Upon the Closing, Brokers are authorized to publicize the facts of this transaction, 19. Notices. 19.1 Whenever any Party, Escrow Holder or Brokers herein shall desire to give or serve any notice, demand, request, approval. disapproval or other communication, each such communication shall be in writing and shall be delivered personally, by messenger or by mail. postage prepaid, to the address set forth in this Agreement or by facsimile transmission, electronic signature, digital signature, or email. 19,2 Service of any such communication shall be deemed made on the date of actual receipt if personally delivered, or transmitted by facsimile transmission, electronic signature, digital signature, or email. Any such communication sent by regular mail shall be deemed given 48 hours after the same is mailed, Communications sent by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed delivered 24 hours after delivery of the same to the Postal Service or courier. If such communication is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. 19.3 Any Party or Broker hereto may from time to time, by notice in writing, designate a different address to which, or a different person or additional persons to whom, all communications are thereafter to be made, 20. Duration of Offer. 20.1 If this offer is not accepted by Seller on or before 5:00 P,M, according to the time standard applicable to the city of Fresno CA onthedateof October 16, 2020 ii shall be deemed automatically revoked. 20,2 The acceptance of this offer, or of any subsequent counteroffer hereto, that creates an agreement between the Parties as described in paragraph 1.2. shall be deemed made upon delivery to the other Party or either Broker herein of a duly executed writing unconditionally accepting the last outstanding offer or counteroffer, 21. LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if initialed by both Parties). THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF $10,000.00 . UPON P OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER,, -AN-B--,~H;&6.R{;l-wt-G-811{1foi&l:AH-'3~FEl;;&--AN.g....:H;i:i6E;,-G,ti;.ai;~l-¥--GHARGE~H+,itdd::-81~1AM3-El-¥--SEll,.-ld;.R 22. ARBITRATION OF DISPUTES. (This Arbitration of Disputes paragraph is applicable only if initialed by both Parties) 22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THE LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF DEPOSIT MONEY, SHALL BE DETERMINED BY BINDING ARBITRATION BY, AND UNDER THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION ("COMMERCIAL RULES"), ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED, THE NUMBER OF ARBITRATORS SHALL BE AS PROVIDED IN THE COMMERCIAL RULES AND EACH SUCH ARBITRATOR SHALL BE AN IMPARTIAL REAL ESTATE BROKER WITH AT LEAST 5 YEARS OF FULL TIME EXPERIENCE IN BOTH THE AREA WHERE THE PROPERTY IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT THE ARBITRATOR OR ARBITRATORS SHALL BE APPOINTED UNDER THE COMMERCIAL RULES AND SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW, THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO, AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION 11,i [E ~ PAGESOF11 INITIALS © 2019 AIR CRE. All Rights Reserved. INITIALS OFA-20.20, Revised 11-25-2019 Produced with zipForm@ by zipLog1x 18070 ~=-ifteen Mile Road. Fraser, Michigan 48026 v-tww.zipl..ogix.com 920 S Topeka Ave - DocuSign Envelope ID: E079C820-8141-4C76-A0BE-57EA98E86D6C HEARING. PRE-ARBITRATION DISCOVERY SHALL BE PEFMITTED IN ACCORDANCE WITH THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE AWARD SHALL BE RENDERED WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING, AND MAY INCLUDE ATTORNEYS' FEES AND COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF. JUDGMENT MAY BE ENTERED ON THE AWARD IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT. 22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN WHICH EVENT SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE. 22.3 NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FO~NG AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVlr'.::'.'O NEUTRAL ARBITRATION Li Buyer Initials · als 23. Miscellaneous. 23.1 Binding Effect. This Agreement shall be binding on the Parties without regard to whether or not paragraphs 21 and 22 are initialed by both of the Parties. Paragraphs 21 and 22 are each incorporated into this Agreement only if initialed by both Parties at the time that the Agreement is executed. Signatures to this Agreement accomplished by means of electronic signature or similar technology shall be legal and binding. 23.2 Applicable Law. This Agreement shall be governed by. and paragraph 22.3 is amended to refer to, t11e laws of the state in which the Property is located. Any litigation or arbitration between the Parties hereto concerning this Agreement shall be initiated in the county in which the Property is located. 23.3 Time of Essence. Time is of the essence of this Agreement. 23.4 Counterparts. This Agreement may be executed by Buyer and Seller in counterparts. each of which shall be deemed an original. and all of which together shall constitute one and the same instrument. Escrow Holder. after verifying that the counterparts are identical except for the signatures, is authorized and instructed to combine the signed signature pages on one of the counterparts, which shall then constitute the Agreement. 23.5 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. 23.6 Conflict. Any conflict between the printed provisions of this Agreement and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. Seller and Buyer must initial any and all handwritten provisions. 23.7 1031 Exchange. Both Seller and Buyer agree to cooperate with each other in the event that either or both wish to participate in a 1031 exchange. Any party initiating an exchange shall bear all costs of such exchange. The cooperating Party shall not have any liability (special or otherwise) for damages to the exchanging Party in the event that the sale is delayed and/or that the sale otherwise fails to qualify as a 1031 exchange. 23.8 Days. Unless othe1wise specifically indicated to the contrary, the word "days" as used in this Agreement shall mean and refer to calendar days. 24. Disclosures Regarding The Nature of a Real Estate Agency Relationship. 24.1 The Parties and Brokers agree that their relationship(s) shall be governed by the principles set forth in the applicable sections of the California Civil Code, as summarized in paragraph 24.2. 24.2 When entering into a discussion with a real estate agent regarding a real estate transaction, a Buyer or Seller should from the outset understand what type of agency relationship or representation it tias with the agent or agents in the transaction. Buyer and Seller acknowledge being advised by the Brokers in this transaction, as follows: (a) Se/lei's Agent. A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or subagent has the following affirmative obligations: (1) To the Seller: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Seller. (2) To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (b) Buyer's Agent. A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations. (1) To the Buyer: A fiduciary duty of utmost care, integrity, honesty. and loyalty in dealings with the Buyer. (2) To the Buyer and the Seller.· a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (c) Agent Representing Both Seller and Buyer. A real estate agent, either acting directly or through one or more associate licenses. f"i!f,ally be the ag.U of both the Selle, aed the B"ye' to a tmMacttm b,t ooly "1th the kmmfedge aod rooseot of both the Sell~lhe ~ PAGE 9 OF 11 INITIALS © 2019 AIR CRE. All Rights Reserved. INITIALS OFA-20.20, Revised 11-25-2019 Produced with ztpFormr® by ziplogD< 18070 Fifteen Mile Road, Fraser, Michigan 48026 Y,ww,zlplogix.com 920 S Topeka i\ vc - DocuSign Envelope ID: E079C820-8141-4C76-A0BE-57EA98E86D6C Buyer. (1) In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Seller or the Buyer. b. Other duties to the Seller and the Buyer as stated above in their respective sections (a) or (b) of this paragraph 24.2. (2) In representing both Seller and Buyer, the agent may, not without the express permission of the respective Party, disclose to the other Party confidential information, including, but not limited to, facts relating to either Buyer's or Seller's financial position. motivations, bargaining position, or other personal information that may impact price. including Seller's willingness to accept a price less than the listing price or Buyer's willingness to pay a price greater than the price offered. (3) The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect their own interests. Buyer and Seller should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal advice is desired, consult a competent professional. Buyer has the duty to exercise reasonably care to protect Buyer. including as to those facts about the Property which are known to Buyer or within Buyer's diligent attention and observation. Both Seller and Buyer should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change. (d) Further Disclosures. Throughout this transaction Buyer and Seller may receive more than one disclosure, depending upon the number of agents assisting in the transaction. Buyer and Seller should each read its contents each time it is presented. considering the relationship between them and the real estate agent in this transaction and that disclosure. Buyer and Seller each acknowledge receipt of a disclosure of the possibility of multiple representation by the Broker representing that principal. This disclosure may be part of a listing agreement, buyer representation agreement or separate document. Buyer understands that Broker representing Buyer may also represent other potential buyers. who may consider, make offers on or ultimately acquire the Property. Seller understands that Broker representing Seller may also represent other sellers with competing properties that may be of interest to this Buyer. Brokers have no responsibility with respect to any default or breach hereof by eitl1er Party. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this transaction may be brought against Broker more than one year after the Date of Agreement and that the liability (including court costs and attorneys' fees), of any Broker with respect to any breach of duty, error or omission relating to this Agreement shall not exceed the fee received by such Broker pursuant to this Agreement; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. 24.3 Confidential Information: Buyer and Seller agree to identify to Brokers as "Confidential" any communication or information given Brokers that is considered by such Party to be confidential. 25. Construction of Agreement In construing this Agreement, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Agreement. Whenever required by the context, the singular shall include the plural and vice versa. This Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole. as if both Parties had prepared it. 26. Additional Provisions: Additional provisions of this offer, if any, are as follows or are attached hereto by an addendum or addenda consisting of paragraphs __ 2~6~._l __ through 2 6. 1 . (If there are no additional provisions write "NONE".) 26.1 Seller to provide buyer a Phase 1 environmental report at the seller's sole cost and e ense. ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT 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 AGREEMENT. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE. WARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED. NOTE: 1. THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY. 2. IF EITHER PARTY IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO [ktRATE OFFICERS. (a PAGE 10 OF 11 INITIALS © 2019 AIR CRE. All Rights Reserved. INITIALS OFA-20.20, Revised 11-25-2019 Produced 1Nith z,pForm~i by zipLoglx 18070 Fifteen Mile Road, Fraser, Michigan 48026 '.YWW zml 9g1x com 920 S Topeka Ave - DocuSign Envelope ID E079C820-8141-4C76-A0BE-57EA98E86D6C The undersigned Buyer offers and agrees to buy the Property on the terms and conditions stated and acknowledges receipt of a copy hereof. 10/12/2020 Date: _______________________ _ BROKER BUYER KW Commercial United Coach LLC Att: Jared Ennis FDocuSig~ed by: By:~9~94Fs Title: _______________________ _ Name Printed: =K=e~v=i=n~L=u~--------------- Address: 740 WAlluvial Ave #102,Fresno, CA 93711 Title: _______________________ _ Phone: Phone: (559) 302-8698 Fax: _______________________ _ Fax: _______________________ _ Email: Email: jared@centralcacommercial.com Federal ID No.: ___________________ _ By:--------------------- Broker DRE License#: ________________ _ Name Printed: ___________________ _ Agent DRE License#: ________________ _ Title: _______________________ _ Phone: ______________________ _ Fax: _______________________ _ Email: ______________________ _ Address: 69 S. Linden Ave S. San Francisco CA, 94080 Federal ID No. ___________________ _ 27. Acceptance. 27.1 Seller accepts the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and conditions therein specified. 27.2 In consideration of real estate brokerage service rendered by Brokers. Seller agrees to pay Brokers a real estate Brokerage Fee in a sum equal to 6. 000 % of the Purchase Price to be divided between the Brokers as follows: Seller's Broker 3. 000 % and Buyer's Broker 3. 000 %. This Agreement shall serve as an irrevocable instruction to Escrow Holder to pay such Brokerage Fee to Brokers out of the proceeds accruing to the account of Seller at the Closing. 27.3 Seller acknowledges receipt of a copy hereof and authorizes Brokers to deliver a signed copy to Buyer. NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT. Date 10/12/2020 BROKER SELLER KW Commercial Gm Gabrych Family Limited Partnership Att: Kevin Land Title: _______________________ _ €~~-db=y:~Vlf-,L,,~-------- Na . SSle> ... Gabrych Address: 400 E Main St #110 1 Visalia, CA 93291 Title: _______________________ _ Phone: Phone: {559) 359-4035 Fax: _______________________ _ Fax: _______________________ _ Email: Email: kevin@centralcacommercial.com Federal ID No.: ___________________ _ By:-------------------- Broker DRE License#: ________________ _ Name Printed: ___________________ _ Agent DRE License#: ________________ _ Title: _______________________ _ Phone: ______________________ _ Fax: _______________________ _ Email: ______________________ _ Address Federal ID No.: ___________________ _ AIR CRE • https:l/www.aircre.com * 213-687-8777 • contracts@aircre.com NOTICE: No part of the works may be reproduced in any form without permission in writing. INITIALS © 2019 AIR CRE. All Rights Reserved. PAGE 11 OF 11 INITIALS OFA-20.20, Revised 11-25-2019 Produced with z1pForm® by zipLogix 18070 F1ttee11 Mile Road. Fraser, M1ch1gan 48026 wwN z1plog1x_com 920 S Topeka Ave - DocuSign Envelope ID BA6CCB28-62CF-4C63-B5D8-B4510A2F4CD0 PROPERTY INFORMATION SHEET (For the sale or leasing of non-residential properties) PREFACE: Purpose: This Statement is NOT a warranty as to the actual condition of the Property/Premises. The purpose is, instead, to provide the brokers and the potential buyer/lessee with important information about the Property/Premises which is currently in the actual knowledge of the Owner and which the Owner is required by law to disclose. Actual Knowledge: For purposes of this Statement the phrase 'actual knowledge' means: the awareness of a fact. or the awareness of sufficient information and circumstances so as to cause one to believe that a certain situation or condition probably exists. TO WHOM IT MAY CONCERN: Gm Gabrych Family Limited Partnership ("Owner"). owns the Property/Premises commonly known by the street address of 920 s Topeka Ave located in the City of Fresno , County of, Fresno , State of CA , and generally described as (describe briefly the nature of the Premises or Property) One + / -16,875 square foot commercial warehouse building on +/-5.63 acres (245,242 SF) commonly known as A.P.N. 468-020-78 (herein after "Property"), and certifies that: 1. Material Physical Defects, Owner has no actual knowledge of any material physical defects in the Property or any improvements and structures thereon, including, but not limited to the roof, except (if there are no exceptions write "NONE"): _______________ _ None, but seller has never been in the building so would not have any knowledge of it's condition. Buyer should do own it's own inspections. 2. Equipment. A. Owner has no actual knowledge that the heating, ventilating. air conditioning, plumbing, loading doors, electrical and lighting systems, life safety systems, security systems and mechanical equipment existing on the Property as of the date hereof, if any, are not in good operating order and condition, except (if there are no exceptions write "NONE"): ________________________ _ same as answer to 1. B. Owner has no actual knowledge of any leases, financing agreements, liens or other agreements affecting any equipment which is being included with the Property, except (ifthere are no exceptions write "NONE"): ______________________ _ same as answer to 1. 3. Soil Conditions. Owner has no actual knowledge that the Property has any slipping, sliding, settling, flooding. ponding or any other grading, drainage or soil problems, except (if there are no exceptions write "NONE"): ______________________ _ same as answer to 1. 4. Utilities. Owner represents and warrants that the Property is served by the following utilities (check the appropriate boxes) D public sewer system and the cost of installation thereof has been fully paid, D private septic system, D electricity, D natural gas, D domestic water, D telephone, and D other: same as answer to 1. 5. Insurance. Owner has no actual knowledge of any insurance claims filed regarding the Property during the preceding 3 years, except (if there are no exceptions write "NONE"): -------------------------------------- Same as answer to 1. INITIALS PAGE 1 OF 3 INITIALS © 2017 AIR CRE. All Rights Reserved. Pl-8.03, Revised 06-10-2019 KW Commercial Central CA, 740 W Alluvial Ave #lll2 Fn:sno, CA 0 371 l Phone ~~93028698 Fa, 55'14329324 JarcJ Ennis G20 S TopeLa !\ve - Produced with zipFom,® by z1plog1x 18070 Fifteen Mile Road Fraser, Michigan 48026 .'!f.>/fW.ZJQLogix.cam DocuSign Envelope ID BA6CCB2B-62CF-4C63-B5DB-B4510A2F4CD0 6. Compliance With Laws. Owner has no actual knowledge of any aspect or condition of the Property which violates applicable laws, rules, regulations, codes. or covenants, conditions or restrictions. or of improvements or alterations made to the Property without a permit where one was required, or of any unfulfilled order or directive of any applicable government agency or of any casualty insurance company that any work of investigation, remediation. repair. maintenance or improvement is to be performed on the Property. except (if there are no exceptions write "NONE"): owner is aware that City of Fresno code Enforcement has in the past issued directives to clean up junk dumped by third parties on the property, and also to deal with cars abandoned by third parties on the property. Buyer should make its own investigation of the property conditions to th e exf_elJ.&zRHiYiti~ dl/Mtk'n'tG~arlcfMSPcP. rop r, ate· A Owner has no actual knowledge of the Property ever having been used as a waste dump, of the past or present existence of any above or below ground storage tanks on the Property. or of the current existence on the Property of asbestos. transformers containing PCB's or any hazardous. toxic or infectious substance whose nature and/or quantity of existence, use. manufacture or effect. render it subject to Federal. state or local regulation. investigation, remediation or removal as potentially injurious to public health or welfare. except (if there are no exceptions write "NONE") ------------------------------------------- See prior answers, and also seller will supply a Phase I report to Buyer. B. Owner represents and warrants that it is not currently, and never has been engaged in the business of hauling waste. and never stored hazardous substances on the Property. except (if there are no exceptions write "NONE"): see rior answers. C. Owner has no actual knowledge of the existence on the Property of hazardous levels of any mold or fungi defined as toxic under applicable state or Federal law, except (if there are no exceptions write "NONE"): ______________________ _ see rior answers. 8. Fire Damage. Owner has no actual knowledge of any structure on the Property having suffered material fire damage. except (if there are no exceptions write "NONE"): ------------------------------------------- See rior answers. 9. Actions, Suits or Proceedings. Owner has no actual knowledge that any actions. suits or proceedings are pending or threatened before any court. arbitration tribunal, governmental department, commission. board, bureau. agency or instrumentality that would affect the Property or the right or ability of an owner or tenant to convey. occupy or utilize the Property, except (if there are no exceptions write "NONE"): r Owner has not served any Notices of Default on any of the tenants of the Property which have not been resolved except (if there are no exceptions write"NONE"): See prior answers. 10. Governmental Proceedings. Owner has no actual knowledge of any existing or contemplated condemnation, environmental, zoning, redevelopment agency plan or other land use regulation proceedings which could detrimentally affect the value. use and operation of the Property. except (if there are no exceptions write "NONE"): ----------------------------------- See rior answers. 11. Unrecorded Title Matters. Owner has no actual knowledge of any encumbrances, covenants, conditions, restrictions. easements. licenses, liens, charges or other matters which affect the title of the Property that are not recorded in the official records of the county recorder where the Property is located. except (if there are no exceptions write "NONE"): 12. Leases. Owner has no actual knowledge of any leases, subleases or other tenancy agreements affecting the Property, except (if there are no exceptions write "NONE"): ------------------------------------------- See rior answers. 13. Options. Owner has no actual knowledge of any options to purchase, rights of first refusal, rights of first offer or other similar agreements affecting the Property. except (if there are no exceptions write "NONE"): See rior answers. 14. Short Sale/Foreclosure. The ability of the Owner to complete a sale of the Property Dis contingent gQ is not contingent upon obtaining the consent of one or more lenders to conduct a 'short sale', ie. a sale for less than the amount owing on the Property. (This paragraph only needs to be completed if this Property Information Sheet is being completed in connection with the proposed sale of the Property.) One or more of ~'"' seemed by the Prnperty Dis li!I is"°' i" fu,edosoce. [a INITIALS PAGE 2 OF 3 © 2017 AIR CRE. All Rights Reserved. Produced with zipFonn® by z1pLog1x: 18070 Fifteen Mile Road. Fraser, Michigan 48026 www.zipLog1x com INITIALS Pl-8.03, Revised 06-10-2019 92() S Topeka Ave - DocuSign Envelope ID: BA6CCB28-62CF-4C63-B5DB-B451 OA2F4CDO 15. Energy Efficiency. The Property D has D has not been granted an energy efficiency rating or certification such as one from the U.S. Green Building Council's Leadership in Energy and Environmental Design (LEED) or ~ Seller/Lessor does not know if the Property has been granted such a rating or certificate. If such a rating or certification has been obtained please describe the rating or certification and provide the name of the organization that granted it ------------------------------------------- 16. Other. (It will be presumed that there are no additional items which warrant disclosure unless they are set forth herein): see prior answers. owner has not been to the property in over 15 years so has very limited knowledge. Buyer should do it's own investigations. The statements herein will be relied upon by brokers, buyers, lessees, lenders and others. Therefore, Owner and/or the Owner's Property Manager has reviewed and modified this printed statement as necessary to accurately and completely state all the known material facts concerning the Property. To the extent such modifications are not made, this statement may be relied upon as printed. This statement, however, shall not relieve a buyer or lessee of responsibility for independent investigation of the Property. Owner agrees to promptly notify, in writing, all appropriate parties of any material changes which may occur in the statements contained herein from the date this statement is signed until title to the Property is transferred, or the lease is executed. Signatures to this Statement accomplished by means of electronic signature or similar technology shall be legal and binding. 10/23/2020 Date: _______________ _ OWNER (Fill in date of execution) Gm Gabrych Family Limited Partnership By L brWV'r.flL, Na · llede~babrych Title: _______________________ _ 10/23/2020 Buyer/lessee hereby acknowledges receipt of a copy of this Property Information Sheet on INITIALS BUYER/LESSEE United Coach LLC (Fill in date received) By:~1edby. Na~~1~~7~~--~----L_u _________________ _ =:..::...:=-==------------------ Ti tie: AIR CRE • https://www.aircre.com • 213-687-8777 * contracts@aircre.com NOTICE: No part of the works may be reproduced in any form without permission in writing. PAGE 3 OF 3 © 2017 AIR CRE. AH Rights Reserved. INITIALS Pl-8.03, Revised 06-10-2019 Produced with z1pFonn® by ziplog1x 18070 Fi.fteen Mile Road. Fraser. Miclligan 48026 wvv<w.z.lplog1x com 920 S T<,peka Ave - DocuSign Envelope ID: BA6CCB2B-62CF-4C63-B5DB-B4510A2F4CD0 SELLER'S MANDATORY DISCLOSURE STATEMENT (Required by law on transactions involving non-residential properties in California) DO NOT USE THIS FORM WITH REGARD TO THE SALE OF RESIDENT/AL PROPERTIES This disclosure statement is intended to be a part of the ~ STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (See paragraph 9.1(a) of said document) or D ___________________________ _ (the "Purchase Agreement") dated October 21 2020 . regarding that certain real property commonly known as: 920 S Topeka Ave (the "Property") wherein Gm Gabrych Family Limited Partnership is the Seller and United Coach LLC is the Buyer. Note: This disclosure statement is not designed nor intended to be used in place of the standard Property Information Sheet published by the AIR Commercial Real Estate Association ("AIR"). Both documents should be used in every transaction involving a sale. In order to comply with State law concerning disclosures to a potential purchaser, Seller elects to: D A. Utilize a report prepared by a professional consultant which has been approved by the AIR. i.e. First American Natural Hazard Disclosures. (800) 527-0027, or JCP Property Disclosure Reports. (800) 748-5233. A copy of their report is attached hereto. (Complete paragraphs 8, 9, and 10 and sign this statement in the place provided.) ~ B. Utilize a report prepared by M NHD ______________ . A copy of their report is attached hereto. (Complete paragraphs 8, 9 and 10, sign this Statement in the place provided, and attach a copy of The Commercial Property Owner's Guide to Earthquake Safety.) D C. Complete this Disclosure Statement without the assistance of a professional consultant. (Complete paragraphs 1 through 12 and sign this Statement in the place provided. Remember to attach a copy of The Commercial Property Owner's Guide to Earthquake Safety.) 1. EARTHQUAKE FAULT ZONES. If the Property is located within a delineated Earthquake Fault Zone (a zone that encompasses a potentially or recently active trace of an earthquake fault that is deemed by the State Geologist to constitute a potential hazard to structures from surface faulting or fault creep), California Public Resources Code §2621 et seq. mandates that prospective purchasers be advised that the Property is located within such a Zone. and that its development may require a geologic report from a state registered geologist. In accordance with such law, Buyer is hereby informed that the Property is D or is not D within a delineated Earthquake Fault Zone. 2. SEISMIC HAZARD ZONES. If the Property is located within a Seismic Hazard Zone as delineated on a map prepared by the California Division of Mines and Geology, California Public Resources Code §2690 et seq. mandates that prospective purchasers be advised that the Property is located within such a Zone. In accordance with such law, Buyer is hereby informed that the Property is D or is not D within a Seismic Hazard Zone. 3. EARTHQUAKE SAFETY. If (1) the improvements on the Property were constructed prior to 1975, and (2) said improvements include structures with (i) pre-cast (e.g., tilt-up) concrete or reinforced masonry walls together with wood frame floors or roofs or (ii) unreinforced masonry walls, Buyer must be provided with a copy of The Commercial Property Owner's Guide to Earthquake Safety (the "Booklet") published by the California Seismic Safety Commission. Buyer is hereby informed that the Property: D (a) meets the foregoing requirements, and a copy of the Booklet and a completed "Commercial Property Earthquake Weakness Disclosure Report" is attached hereto. Within five business days of Buyer's receipt of said Disclosure Report, Buyer shall deliver a duly countersigned copy of the same to Escrow Holder, with a copy to Seller and Seller's Broker. Escrow Holder is hereby instructed that the Escrow shall not close unless and until Escrow Holder has received the Disclosure Report duly signed by both Seller and Buyer. D (b) does not meet the foregoing requirements requiring the delivery of the Booklet. PAGE 1 OF 3 INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. SMD-6.02, Revised 06-10-2019 KW Commercial Central CA. 740 W Alluvial Ave #lll2 Fresno, CA '1371 l Phone 5593028698 Fax 5594329324 Jared l'nnis 920 S I'opeka Ave - Prnduced w!lh zipForrn@ b-, LlpLogix 18070 Filteen Mile Road, Fraser. ti.-1ichigan 48026 ~'YW.W.,,?;JJ.l.LQgl~,.CQfJJ. DocuSign Envelope ID BA6CCB2B-62CF-4C63-B5DB-B4510A2F4CD0 4. FIRE PROTECTION. If the Property is located within a designated State Responsibility Area as delineated on a map prepared by the California Department of Forestry, California Public Resources Code §4136 mandates that prospective purchasers be advised that the Property is located within a wildland area which may contain substantial forest fire risks and hazards, that the State may not be responsible to provide fire protection services. and that the Property may be subject to the requirements of Public Resources Code §4291 which requires the periodic removal of brush, the maintenance of firebreaks, and other similar activities. In accordance with such law, Buyer is hereby informed that the Property is D or is not D within a designated Stale Responsibility Area. 5. FIRE HAZARD. If the Property is located within an area designated as a Very High Fire Hazard Severity Zone pursuant to Government Code §51178 et seq, §51183.5 mandates that prospective purchasers be advised that the Property is located within such a zone and that the Property may be subject to various maintenance, design and/or construction requirements and/or restrictions. In accordance with such law. Buyer is hereby informed that the Property is D or is not D within a designated Very High Fire Hazard Severity Zone. 6. AREA OF POTENTIAL FLOODING. If the Property is located within an area of potential flooding in the event of the failure of a dam as shown on an inundation map designated pursuant to Government Code §8589.5, §8589.4 mandates that prospective purchasers be advised that the Property is located within such an area. In accordance with such law, Buyer is hereby informed that the Property is O or is not O within a designated area of potential flooding. 7. FLOOD HAZARD AREAS. If the Property is located within a designated Federal Flood Hazard Area as delineated on a map prepared by the Federal Emergency Management Agency, Federal law, ie. 42 U.S.C. §4104a. mandates that prospective purchasers be advised that the Property is located within an area having special flood hazards and that flood insurance may be required as a condition to obtaining financing. In accordance with such law, Buyer is hereby informed that the Property is D or is not O within a designated Federal Flood Hazard Area. 8. FLOOD DISASTER INSURANCE. If the Seller or Seller's predecessor-in-interest has previously received Federal flood disaster assistance and said assistance was conditioned upon obtaining and maintaining flood insurance on the Property, Federal law, ie. 42 U.S.C. §5154a, mandates that prospective purchasers be advised that they will be required to maintain such insurance on the Property and that if said insurance is not maintained and the Property is thereafter damaged by a flood disaster, the purchaser may be required to reimburse the Federal Government for the disaster relief provided. Buyer is hereby informed that to the best of the Seller's knowledge Federal flood disaster assistance has O or has not 00 been previously received with regard to the Property. Note: if such disaster assistance has been received, the law specifies that the required notice be "contained in documents evidencing the transfer of ownership". 9. WATER HEATER BRACING. If the Property contains one or more water heaters, Seller is required by California Health and Safety Code §19211 to certify to the Buyer that all such water heaters have been braced, strapped and/or anchored in accordance with law. Buyer is hereby advised that the required bracing, strapping and/or anchors: O have been installed O have not been installed. or 00 Seller does not know whether they have been installed. 10. PRESENCE OF MOLD. If the seller or transferor of property knows of the presence of mold that affects the property and the mold either exceeds permissible exposure limits or poses a health threat then Health and Safety Code §26140, et seq. mandates that prospective purchasers be advised in writing of such mold. In accordance with such law, Buyer is hereby informed that the undersigned does O or does not 00 know of the presence of such mold affecting the Property. 11. TITLE INSURANCE. In the event that the Purchase Agreement does not at present provide that title insurance will be obtained, Buyer is strongly urged to consider purchasing such insurance, and, in accordance with California Civil Code §1057.6, is advised as follows: IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING. 12. OTHER. _________________________________________ _ PLEASE NOTE: While the information contained in or attached to this Disclosure Statement is believed to be accurate as of the date that it was prepared, the applicable laws and the areas covered by the various natural hazard zones. etc. can change from time to time. Prior to the close of escrow, Buyer may wish to again check the status of the Property. Also, the city and/or county in which the Property is located may have established natural r;-;" ,ooes lo addmoo to those hsted abo,e. B01,e, Is """' to check Wth the apprnp,late loral ageocy °' ageocies. [£':.. ~ PAGE2OF3 bl? INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. SMD-6.02, Revised 06-10-2019 Produced wrth zipForrn® by z1pL0g1:< 18070 Fifteen Mile Road, Fra':>er M!Chigan 48026 www_zipLogix,corn 42(J S ·ropeka Ave - DocuSign Envelope ID BA6CCB2B-62CF-4C63-85DB-B451 0A2F4CD0 The descriptions contained within the above disclosure paragraphs are not intended to be full and complete dissertations of all of the possible ramifications to the Buyer and/or the Property. In the event that this document indicates that the Property is affected by one or more of the disclosures, Buyer is advised to: 1. Review the applicable laws in their entirety. 2. Seek advice of counsel as to the legal consequences of the items disclosed. 3. Retain appropriate consultants to review and investigate the impact of said disclosures. Likewise no representation or recommendation is made by the AIR CRE or by any broker as to the legal sufficiency, legal effect, or consequences of this document or the Purchase Agreement to which it relates. Signatures to this Statement accomplished by means of electronic signature or similar technology shall be legal and binding. 10/23/2020 Date: _______________________ _ SELLER Gm Gabrych Family Limited Partnership . . bUAk ~n,ci ~IJ'lleffi!PGabrych Title: _______________________ _ Receipt of the above Seller's Mandatory Disclosure Statement is hereby acknowledged: 10/23/2020 Date: ------------------------- BUYER United Coach LLC :Gi:ALu ~~~-~----------------- Ti tie ------------------------- AIR CRE * https://www.aircre.com * 213-687-8777 * contracts@aircre.com NOTICE: No part of the works may be reproduced in any form without permission in writing. CE PAGE 3 OF 3 INITIALS © 2017 AIR CRE. All Rights Reserved. Produced with zipForm® by z1pL0gn<: 18070 Fifteen Mde R:oad. Fraser, M:chigan 48026 www.:z1pLog!x.com INITIALS SMD-6.02, Revised 06-10-2019 Q2(1 S Topeka Ave - Chicago Title Company 2540 West Shaw Lane, #112, , Fresno, CA 93711 Phone: (559) 492-4251 ● Fax: CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 1 Order No.: 45002680-450-SM-MW1 Issuing Policies of Chicago Title Insurance Company Order No.: 45002680-450-SM-MW1 TO: KW Commercial 740 W. Alluvial Avenue #102 Fresno, CA 93711 ATTN: .Jared Ennis and Kevin Land YOUR REFERENCE: Title Officer:Marc Wisneski Escrow Officer:Sue Meyer 7330 N. Palm Avenue, Suite 101 Fresno, CA 93711 (559) 451-3700 (559) 431-8936 PROPERTY ADDRESS:920 South Topeka Avenue, Fresno, CA PRELIMINARY REPORT In response to the application for a policy of title insurance referenced herein, Chicago Title Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or policies of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations or Conditions of said policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Attachment One. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner’s Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Attachment One. Copies of the policy forms should be read. They are available from the office which issued this report. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. The policy(s) of title insurance to be issued hereunder will be policy(s) of Chicago Title Insurance Company, a Florida Corporation. Please read the exceptions shown or referred to herein and the exceptions and exclusions set forth in Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects and encumbrances affecting title to the land. Chicago Title Company By: Authorized Signature Chicago Title Company 2540 West Shaw Lane, #112, , Fresno, CA 93711 Phone: (559) 492-4251 ● Fax: CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 2 Order No.: 45002680-450-SM-MW1 PRELIMINARY REPORT EFFECTIVE DATE:October 2, 2020 at 7:30 a.m. ORDER NO.: 45002680-450-SM-MW1 The form of policy or policies of title insurance contemplated by this report is: CLTA Standard Coverage Policy (4-8-14) ALTA Extended Loan Policy (6-17-06) 1.THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: Fee Estate 2.TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: GM Gabrych Family Limited Partnership 3.THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS: See Exhibit A attached hereto and made a part hereof. Your Reference: Chicago Title Company CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 3 Order No.: 45002680-450-SM-MW1 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: A PARCEL OF LAND BEING A PORTION OF TRACT NO. 1 IN DEED TO THE SAN FRANCISCO AND SAN JOAQUIN VALLEY RAILWAY COMPANY (PREDECESSOR IN INTEREST TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY) RECORDED OCTOBER 7, 1899 IN VOLUME 229 PAGE 470 OF DEEDS, FRESNO COUNTY RECORDS, IN THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 14 SOUTH, RANGE 20 EAST, MOUNT DIABLO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF SAID TRACT NO. 1 WITH THE SOUTHWESTERLY LINE OF SAID TRACT NO. 1; THENCE NORTH 0° 10' 00" EAST ALONG SAID WESTERLY LINE, 432.88 FEET; THENCE SOUTH 41' 32' 30" EAST, 458.01 FEET TO A POINT IN THE NORTHEASTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF THAT CERTAIN 0.614 OF AN ACRE PARCEL OF LAND DESCRIBED IN DEED RECORDED JUNE 6, 1946 AS DOCUMENT NO. 41739 IN BOOK 2398 PAGE 25, OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 48° 27' 30" WEST ALONG SAID NORTHEASTERLY PROLONGATION AND SAID NORTHWESTERLY LINE AND THE NORTHWESTERLY LINE OF THAT CERTAIN 0.0258 OF AN ACRE PARCEL OF LAND DESCRIBED IN DEED RECORDED AUGUST 15, 1961 IN BOOK 4596 PAGE 413, OFFICIAL RECORDS OF SAID COUNTY; 121.52 FEET TO THE MOST WESTERLY CORNER OF LAST SAID PARCEL OF LAND; THENCE SOUTH 41° 32' 30" EAST ALONG THE SOUTHWESTERLY LINE OF LAST SAID PARCEL OF LAND, 250.00 FEET TO THE MOST SOUTHERLY CORNER OF LAST SAID PARCEL OF LAND; THENCE NORTH 48° 27' 30" EAST ALONG THE SOUTHEASTERLY LINE OF LAST SAID PARCEL OF LAND AND THE SOUTHEASTERLY LINE OF SAID 0.6 14 OF AN ACRE PARCEL OF LAND, 111.50 FEET TO THE MOST EASTERLY CORNER OF SAID 0.614 OF AN ACRE PARCEL OF LAND; THENCE SOUTH 41° 32' 30" EAST ALONG THE SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF SAID 0.614 OF AN ACRE PARCEL OF LAND 250.00 FEET; THENCE SOUTH 48° 27' 30" WEST, 15.76 FEET; THENCE SOUTH 41° 32' 30" EAST, 766.46 FEET; THENCE SOUTHEASTERLY AND SOUTHERLY ALONG THE ARC OF A CURVE TANGENT TO THE PRECEDING COURSE, CONCAVE WESTERLY AND HAVING A RADIUS OF 386.02 FEET, THROUGH A CENTRAL ANGLE OF 43° 47' 42", A DISTANCE OF 294.30 FEET; THENCE SOUTH 2° 15' 12" WEST TANGENT TO THE PRECEDING CURVE, 286.84 FEET TO A POINT IN THE ARC OF A CURVE CONCENTRIC WITH AND DISTANT NORTHEASTERLY 90.00 FEET MEASURED RADIALLY FROM THAT CERTAIN CURVE HEREINABOVE DESCRIBED IN PARCEL NO. 2 AS HAVING A RADIUS OF 1386.69 FEET AND A LENGTH OF 732.06 FEET; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CONCENTRIC CURVE FROM WHENCE A RADIAL BEARS SOUTH 63° 08' 47' WEST, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1476.69 FEET, THROUGH A CENTRAL ANGLE OF 14° 41' 17", A DISTANCE OF 378.55 FEET TO POINT OF TANGENCY IN A LINE WHICH BEARS NORTH 41° 32' 30" WEST; THENCE NORTH 41° 32' 30" WEST ALONG LAST SAID LINE, 83.24 FEET TO A POINT IN THE SOUTHEASTERLY LINE OF THAT CERTAIN 0.9022 OF AN ACRE PARCEL OF LAND DESCRIBED IN DEED RECORDED APRIL 18, 1960 IN BOOK 4375 PAGE 674, OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTH 48° 27' 30" EAST ALONG SAID SOUTHEASTERLY LINE, 111.63 FEET TO A POINT IN THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED TO SAID RAILWAY COMPANY, RECORDED APRIL 26, 1960 IN BOOK 4379 PAGE 398, OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTH 41° 32' 30" WEST ALONG LAST SAID SOUTHWESTERLY LINE, 300.00 FEET TO A POINT IN THE NORTHWESTERLY LINE OF SAID 0.9022 OF AN ACRE PARCEL OF LAND; THENCE SOUTH 48° 27' 30" WEST ALONG LAST SAID NORTHWESTERLY LINE, 109.20 FEET; THENCE NORTH 40° 44' 22" WEST, 961.43 FEET; THENCE SOUTH 49° 15' 38" WEST, 20.77 FEET TO A POINT IN SAID SOUTHWESTERLY LINE OF TRACT NO. 1; THENCE NORTH 41° 32' 30" WEST ALONG LAST SAID SOUTHWESTERLY LINE, 155.54 FEET TO POINT OF BEGINNING. EXCEPTING THEREFROM BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF SAID TRACT NO. 1 WITH A LINE 325.50 FEET NORTHEASTERLY OF AND PARALLEL WITH THE ORIGINAL CENTER LINE OF THE SAN FRANCISCO AND SAN JOAQUIN VALLEY RAILWAY COMPANY (PREDECESSOR IN INTEREST TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY) MAIN TRACK; THENCE Your Reference: Chicago Title Company EXHIBIT A (Continued) CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 4 Order No.: 45002680-450-SM-MW1 SOUTH 41° 32' 30" EAST, PARALLEL WITH SAID MAIN TRACK, A DISTANCE OF 458.35 FEET TO A POINT IN THE NORTHEASTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF THAT CERTAIN 0.614 OF AN ACRE PARCEL OF LAND DESCRIBED IN DEED RECORDED JUNE 6, 1946 AS DOCUMENT NO. 41739 IN BOOK 2398 PAGE 25, OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 48° 27' 30" WEST, ALONG SAID NORTHEASTERLY PROLONGATION AND SAID NORTHWESTERLY LINE AND THE NORTHWESTERLY LINE OF SAID CERTAIN 0.0258 OF AN ACRE PARCEL OF LAND DESCRIBED IN DEED RECORDED AUGUST 15, 1961 IN BOOK 4596 PAGE 413, OFFICIAL RECORDS OF SAID COUNTY, 121.50 FEET TO THE MOST WESTERLY CORNER OF LAST SAID PARCEL OF LAND TO A POINT ON THE NORTHEASTERLY RIGHT OF WAY LINE OF TOPEKA AVENUE; THENCE NORTH 41° 32' 30" WEST, ALONG SAID NORTHEASTERLY RIGHT OF WAY LINE, PARALLEL WITH AND 204.00 FEET NORTHEASTERLY OF SAID MAIN TRACK, A DISTANCE OF 321.87 FEET TO THE SAID WESTERLY LINE OF TRACT NO. 1; THENCE NORTH 0° 08' 07" EAST, ALONG SAID WESTERLY LINE, A DISTANCE OF 182.73 FEET TO THE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF TRACT NO. 1 WITH THE SOUTHWESTERLY LINE OF SAID TRACT NO. 1, AS SAID TRACT NO. 1 IS DESCRIBED IN THAT CERTAIN DEED RECORDED OCTOBER 7, 1899 IN BOOK 229 PAGE 470 OF DEEDS; THENCE NORTH 0° 08' 07" EAST, ALONG SAID WESTERLY LINE, 433.13 FEET; THENCE SOUTH 41° 32' 30" EAST, 458.35 FEET TO A POINT IN THE NORTHEASTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF THAT CERTAIN 0.614 OF AN ACRE PARCEL OF LAND DESCRIBED IN DEED RECORDED JUNE 6, 1946 AS DOCUMENT NO. 41739 IN BOOK 2398 PAGE 25, OFFICIAL RECORDS OF FRESNO COUNTY; THENCE SOUTH 48° 27 30" WEST, ALONG SAID NORTHEASTERLY PROLONGATION AND SAID NORTHWESTERLY LINE AND THE NORTHWESTERLY LINE OF THAT CERTAIN 0.0258 OF AN ACRE PARCEL OF LAND DESCRIBED IN DEED RECORDED AUGUST 15, 1961 IN BOOK 4596 PAGE 413, OFFICIAL RECORDS OF SAID COUNTY, 121.50 FEET TO THE MOST WESTERLY CORNER OF LAST SAID PARCEL OF LAND AND TO A POINT ON THE NORTHEASTERLY RIGHT OF WAY LINE OF TOPEKA AVENUE; THENCE SOUTH 41° 32' 30" EAST, ALONG THE SOUTHWESTERLY LINE OF LAST SAID PARCEL OF LAND, AND ALONG SAID NORTHEASTERLY RIGHT OF WAY LINE OF TOPEKA AVENUE, A DISTANCE OF 500.36 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION: THENCE CONTINUING SOUTH 41° 32' 30" EAST, ALONG SAID NORTHEASTERLY RIGHT OF WAY LINE A DISTANCE OF 401.00 FEET; THENCE NORTH 480 27' 30" EAST, A DISTANCE OF 95.74 FEET; THENCE NORTH 41° 32' 30" WEST, A DISTANCE OF 401.00 FEET; THENCE SOUTH 48° 27' 30" WEST, A DISTANCE OF 95.74 FEET TO THE TRUE POINT OF BEGINNING. APN: 468-020-78 Your Reference: Chicago Title Company CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 5 Order No.: 45002680-450-SM-MW1 EXCEPTIONS AT THE DATE HEREOF, ITEMS TO BE CONSIDERED AND EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS IN SAID POLICY FORM WOULD BE AS FOLLOWS: 1.Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes to be levied for the fiscal year 2020-2021. 2.The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named in Schedule A or as a result of changes in ownership or new construction occurring prior to Date of Policy. 3.The herein described property lies within the boundaries of the Fresno Metropolitan Flood Control District and may be subject to assessment for drainage fees and/or requirements to construct planned local drainage facilities Disclosed by:FMFCD Resolution No. 1816 Recording Date:July 31, 1995 Recording No.:95092128, of Official Records No assessments have been levied at this time. 4.Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to:San Joaquin Power Company, a Corporation Purpose:Public Utilities Recording Date:September 7, 1904 Recording No:as Book 314, Page 230, of Deeds Affects:a portion of the land Reference is hereby made to said document for full particulars. The exact location and extent of said easement is not disclosed of record. 5.Terms and provisions contained in an instrument Executed by: The Atchison, Topeka and Santa Fe Railway Company, a Corporation and the County of Fresno Recorded: January 16, 1905 in Book 314, Page 361 of Deeds. 6.A perpetual easement over, above and across said Parcel for Santa Fes existing communication lines, together with access rights for construction, maintenance and repair of said communication lines, as reserved in the Deed from the Atchison, Topeka and Santa Fe Railway Company to Santa Fe Land Improvement Company, a California Corporation, dated November 16, 1978 and recorded December 26, 1978 in Book 7186, Page 645 of Official Records, as Document No. 143081. 7.Rights of the public to any portion of the Land lying within the area commonly known as Topeka Avenue. Your Reference: Chicago Title Company EXCEPTIONS (Continued) CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 6 Order No.: 45002680-450-SM-MW1 8.An unrecorded lease with certain terms, covenants, conditions and provisions set forth therein as disclosed by the document Entitled:Notice of Completion Lessor:not shown Lessee:Thomas A. Brown Recording Date:August 5, 1983 Recording No:83070981, of Official Records The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein. 9.An unrecorded lease with certain terms, covenants, conditions and provisions set forth therein as disclosed by the document Entitled:Financing Statement Lessor:Not shown Lessee:Recycled Fibers of California, Inc. Recording Date:April 26, 1991 Recording No:91049827, of Official Records The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein. 10.An unrecorded lease with certain terms, covenants, conditions and provisions set forth therein as disclosed by the document Entitled:Notice Lessor:Catellus Development Corporation Lessee:Nat Feinn & Son Recording Date:April 19, 1991 Recording No:91045946, of Official Records The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein. 11.A notice that said Land is included within a project area of the Redevelopment Agency shown below, and that proceedings for the redevelopment of said project have been instituted under the Redevelopment Law (such redevelopment to proceed only after the adoption of the redevelopment plan) as disclosed by a document Redevelopment Agency:The South Van Ness Redevelopment Project Recording Date:July 23, 1998 Recording No.:98102553, of Official Records An agreement to modify the terms and provisions of the said document, as therein provided Executed by:Redevelopment Agency of the City of Fresno Recording Date:December 12, 2007 Recording No.:2007-0219953 of Official Records Your Reference: Chicago Title Company EXCEPTIONS (Continued) CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 7 Order No.: 45002680-450-SM-MW1 12.A notice that said Land is included within a project area of the Redevelopment Agency shown below, and that proceedings for the redevelopment of said project have been instituted under the Redevelopment Law (such redevelopment to proceed only after the adoption of the redevelopment plan) as disclosed by a document Redevelopment Agency:South Van Ness Industrial Redevelopment Project Recording Date:September 20, 2010 Recording No.:2010-0123143 of Official Records 13.Water rights, claims or title to water, whether or not disclosed by the public records. 14.Any rights of the parties in possession of a portion of, or all of, said Land, which rights are not disclosed by the public records. The Company will require, for review, a full and complete copy of any unrecorded agreement, contract, license and/or lease, together with all supplements, assignments and amendments thereto, before issuing any policy of title insurance without excepting this item from coverage. The Company reserves the right to except additional items and/or make additional requirements after reviewing said documents. 15.Any easements not disclosed by the public records as to matters affecting title to real property, whether or not said easements are visible and apparent. 16.Any lien or right to a lien for services, labor or material not shown by the Public Records. 17.Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other matters which a correct survey would disclose and which are not shown by the public records. 18.Matters which may be disclosed by an inspection and/or by a correct ALTA/NSPS Land Title Survey of said Land that is satisfactory to the Company, and/or by inquiry of the parties in possession thereof. 19.The search did not disclose any open mortgages or deeds of trust of record, therefore the Company reserves the right to require further evidence to confirm that the property is unencumbered, and further reserves the right to make additional requirements or add additional items or exceptions upon receipt of the requested evidence. PLEASE REFER TO THE “INFORMATIONAL NOTES” AND “REQUIREMENTS” SECTIONS WHICH FOLLOW FOR INFORMATION NECESSARY TO COMPLETE THIS TRANSACTION. END OF EXCEPTIONS Your Reference: Chicago Title Company CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 8 Order No.: 45002680-450-SM-MW1 REQUIREMENTS SECTION 1.The Company will require that an Owner’s Affidavit be completed by the party(s) named below before the issuance of any policy of title insurance. Party(s):GM Gabrych Family Limited Partnership The Company reserves the right to add additional items or make further requirements after review of the requested Affidavit. 2.Before issuing its policy of title insurance, the Company will require the following for the below-named limited partnership: Name:GM Gabrych Family Limited Partnership Certificate of Limited Partnership filed with the Secretary of State, in compliance with the provisions of the California Revised Limited Partnership Act, Section 15611 et. seq., Corporations Code. Certified Copy of the Certificate of Limited Partnership certified by the Secretary of State filed with the County Recorder. The Company reserves the right to add additional items or make further requirements after review of the requested documentation 3.The Company will require the following documents for review prior to the issuance of any title insurance assurance predicated upon a conveyance or encumbrance by the suspended corporation or LLC named below: Name of Corporation or LLC:United Coach LLC a)A Certificate of Revivor b)A Certificate of Relief from Voidability c)Confirmation that there is no court order voiding the contract upon which the conveyance is based. The Company reserves the right to add additional items or make further requirements after review of the requested documentation. END OF REQUIREMENTS Your Reference: Chicago Title Company CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 1 Order No.: 45002680-450-SM-MW1 INFORMATIONAL NOTES SECTION Notice: Please be aware that due to the conflict between federal and state laws concerning the cultivation, distribution, manufacture or sale of marijuana, the Company is not able to close or insure any transaction involving Land that is associated with these activities. 1. Note: The charge for a policy of title insurance, when issued through this title order, will be based on the Basic Title Insurance Rate. 2. Note: The name(s) of the proposed insured(s) furnished with this application for title insurance is/are: Name(s) furnished: United Coach LLC If these name(s) are incorrect, incomplete or misspelled, please notify the Company. 3. Note: The Company is not aware of any matters which would cause it to decline to attach CLTA Endorsement Form 116 indicating that there is located on said Land Commercial Property, known as 920 South Topeka Avenue, Fresno, CA, to an Extended Coverage Loan Policy. 4. Note: Property taxes for the fiscal year shown below are PAID. For proration purposes the amounts were: Tax Identification No.: Fiscal Year:2019-2020 1st Installment: 2nd Installment: Exemption: Land: Improvements: Personal Property: Code Area:005-995 Prior to close of escrow, please contact the Tax Collector's Office to confirm all amounts owing, including current fiscal year taxes, supplemental taxes, escaped assessments and any delinquencies. 5. Note: There are NO conveyances affecting said Land recorded within 24 months of the date of this report. 6. The application for title insurance was placed by reference to only a street address or tax identification number. The proposed Insured must confirm that the legal description in this report covers the parcel(s) of Land requested to be insured. If the legal description is incorrect, the proposed Insured must notify the Company and/or the settlement company in order to prevent errors and to be certain that the legal description for the intended parcel(s) of Land will appear on any documents to be recorded in connection with this transaction and on the policy of title insurance. 7. Note: If a county recorder, title insurance company, escrow company, real estate broker, real estate agent or association provides a copy of a declaration, governing document or deed to any person, California law requires that the document provided shall include a statement regarding any unlawful restrictions. Said statement is to be in at least 14-point bold face type and may be stamped on the first page of any document provided or included as a cover page attached to the requested document. Should a party to this transaction request a copy of any document reported herein that fits this category, the statement is to be included in the manner described. 8. Note: Any documents being executed in conjunction with this transaction must be signed in the presence of an authorized Company employee, an authorized employee of a Company agent, an authorized employee of the insured lender, or by using Bancserv or other Company-approved third-party service. If the above requirement cannot be met, please call the Company at the number provided in this report. Your Reference: Chicago Title Company INFORMATIONAL NOTES (Continued) CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 2 Order No.: 45002680-450-SM-MW1 9.Pursuant to Government Code Section 27388.1, as amended and effective as of 1-1-2018, a Documentary Transfer Tax (DTT) Affidavit may be required to be completed and submitted with each document when DTT is being paid or when an exemption is being claimed from paying the tax. If a governmental agency is a party to the document, the form will not be required. DTT Affidavits may be available at a Tax Assessor-County Clerk- Recorder. 10.Due to the special requirements of SB 50 (California Public Resources Code Section 8560 et seq.), any transaction that includes the conveyance of title by an agency of the United States must be approved in advance by the Company’s State Counsel, Regional Counsel, or one of their designees. END OF INFORMATIONAL NOTES Marc Wisneski/708 Wire Fraud Alert Page 1 Original Effective Date: 5/11/2017 Current Version Date: 5/11/2017 WIRE0016 (DSI Rev. 12/07/17) TM and © Fidelity National Financial, Inc. and/or an affiliate. All rights reserved Wire Fraud Alert This Notice is not intended to provide legal or professional advice. If you have any questions, please consult with a lawyer. All parties to a real estate transaction are targets for wire fraud and many have lost hundreds of thousands of dollars because they simply relied on the wire instructions received via email, without further verification. If funds are to be wired in conjunction with this real estate transaction, we strongly recommend verbal verification of wire instructions through a known, trusted phone number prior to sending funds. In addition, the following non‐exclusive self‐protection strategies are recommended to minimize exposure to possible wire fraud. NEVER RELY on emails purporting to change wire instructions. Parties to a transaction rarely change wire instructions in the course of a transaction. ALWAYS VERIFY wire instructions, specifically the ABA routing number and account number, by calling the party who sent the instructions to you. DO NOT use the phone number provided in the email containing the instructions, use phone numbers you have called before or can otherwise verify. Obtain the phone number of relevant parties to the transaction as soon as an escrow account is opened. DO NOT send an email to verify as the email address may be incorrect or the email may be intercepted by the fraudster. USE COMPLEX EMAIL PASSWORDS that employ a combination of mixed case, numbers, and symbols. Make your passwords greater than eight (8) characters. Also, change your password often and do NOT reuse the same password for other online accounts. USE MULTI-FACTOR AUTHENTICATION for email accounts. Your email provider or IT staff may have specific instructions on how to implement this feature. For more information on wire‐fraud scams or to report an incident, please refer to the following links: Federal Bureau of Investigation:Internet Crime Complaint Center: http://www.fbi.gov http://www.ic3.gov Chicago Title Company 2540 West Shaw Lane, #112, , Fresno, CA 93711 Phone: (559) 492-4251 ● Fax: Notice of Available Discounts (Rev. 01-15-20)Last Saved: October 16, 2020 by PE MISC0343 (DSI Rev. 03/12/20)Order No.: 45002680-450-SM-MW1 Notice of Available Discounts Pursuant to Section 2355.3 in Title 10 of the California Code of Regulations Fidelity National Financial, Inc. and its subsidiaries ("FNF") must deliver a notice of each discount available under our current rate filing along with the delivery of escrow instructions, a preliminary report or commitment. Please be aware that the provision of this notice does not constitute a waiver of the consumer's right to be charged the filed rate. As such, your transaction may not qualify for the below discounts. You are encouraged to discuss the applicability of one or more of the below discounts with a Company representative. These discounts are generally described below; consult the rate manual for a full description of the terms, conditions and requirements for such discount. These discounts only apply to transactions involving services rendered by the FNF Family of Companies. This notice only applies to transactions involving property improved with a one-to-four family residential dwelling. Not all discounts are offered by every FNF Company. The discount will only be applicable to the FNF Company as indicated by the named discount. FNF Underwritten Title Company Underwritten by FNF Underwriters CTC – Chicago Title company CTIC – Chicago Title Insurance Company CLTC – Commonwealth Land Title Company CLTIC - Commonwealth Land Title Insurance Company FNTC – Fidelity National Title Company of California FNTIC – Fidelity National Title Insurance Company FNTCCA - Fidelity National Title Company of California FNTIC - Fidelity National Title Insurance Company TICOR – Ticor Title Company of California CTIC – Chicago Title Insurance Company LTC – Lawyer’s Title Company CLTIC – Commonwealth Land Title Insurance Company SLTC – ServiceLink Title Company CTIC – Chicago Title Insurance Company Available Discounts DISASTER LOANS (CTIC, CLTIC, FNTIC) The charge for a Lender's Policy (Standard or Extended coverage) covering the financing or refinancing by an owner of record, within twenty-four (24) months of the date of a declaration of a disaster area by the government of the United States or the State of California on any land located in said area, which was partially or totally destroyed in the di saster, will be fifty percent (50%) of the appropriate title insurance rate. CHURCHES OR CHARITABLE NON-PROFIT ORGANIZATIONS (CTIC, FNTIC) On properties used as a church or for charitable purposes within the scope of the normal activities of such entities, provided said charge is normally the church's obligation the charge for an owner's policy shall be fifty percent (50%) to seventy percent (70%) of the appropriate title insurance rate, depending on the type of coverage selected. The charge for a lender's policy shall be forty (40%) to fifty percent (50%) of the appropriate title insurance rate, depending on the type of coverage selected. FNF Privacy Statement (Eff. April 9, 2020)Copyright © 2020. Fidelity National Financial, Inc. All Rights Reserved MISC0219 (DSI Rev. 04/10/20)Page 1 Order No. 45002680-450-SM-MW1 FIDELITY NATIONAL FINANCIAL, INC. PRIVACY NOTICE Effective April 9, 2020 Fidelity National Financial, Inc. and its majority-owned subsidiary companies (collectively, “FNF,” “our,” or “we”) respect and are committed to protecting your privacy. This Privacy Notice explains how we collect, use, and protect personal information, when and to whom we disclose such information, and the choices you have about the use and disclosure of that information. A limited number of FNF subsidiaries have their own privacy notices. If a subsidiary has its own privacy notice, the privacy notice will be available on the subsidiary’s website and this Privacy Notice does not apply. Collection of Personal Information FNF may collect the following categories of Personal Information: contact information (e.g., name, address, phone number, email address); demographic information (e.g., date of birth, gender, marital status); identity information (e.g. Social Security Number, driver’s license, passport, or other government ID number); financial account information (e.g. loan or bank account information); and other personal information necessary to provide products or services to you. We may collect Personal Information about you from: information we receive from you or your agent; information about your transactions with FNF, our affiliates, or others; and information we receive from consumer reporting agencies and/or governmental entities, either directly from these entities or through others. Collection of Browsing Information FNF automatically collects the following types of Browsing Information when you access an FNF website, online service, or application (each an “FNF Website”) from your Internet browser, computer, and/or device: Internet Protocol (IP) address and operating system; browser version, language, and type; domain name system requests; and browsing history on the FNF Website, such as date and time of your visit to the FNF Website and visits to the pages within the FNF Website. Like most websites, our servers automatically log each visitor to the FNF Website and may collect the Browsing Information described above. We use Browsing Information for system administration, troubleshooting, fraud investigation, and to improve our websites. Browsing Information generally does not reveal anything personal about you, though if you have created a user account for an FNF Website and are logged into that account, the FNF Website may be able to link certain browsing activity to your user account. Other Online Specifics Cookies. When you visit an FNF Website, a “cookie” may be sent to your computer. A cookie is a small piece of data that is sent to your Internet browser from a web server and stored on your computer’s hard drive. Information gathered using cookies helps us improve your user experience. For example, a cookie can help the website load properly or can customize the display page based on your browser type and user preferences. You can choose whether or not to accept cookies by changing your Internet browser settings. Be aware that doing so may impair or limit some functionality of the FNF Website. Web Beacons. We use web beacons to determine when and how many times a page has been viewed. This information is used to improve our websites. Do Not Track. Currently our FNF Websites do not respond to “Do Not Track” features enabled through your browser. Links to Other Sites. FNF Websites may contain links to unaffiliated third-party websites. FNF is not responsible for the privacy practices or content of those websites. We recommend that you read the privacy policy of every website you visit. Use of Personal Information FNF uses Personal Information for three main purposes: To provide products and services to you or in connection with a transaction involving you. To improve our products and services. To communicate with you about our, our affiliates’, and others’ products and services, jointly or independently. When Information Is Disclosed We may disclose your Personal Information and Browsing Information in the following circumstances: to enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure; to nonaffiliated service providers who provide or perform services or functions on our behalf and who agree to use the information only to provide such services or functions; FNF Privacy Statement (Eff. April 9, 2020)Copyright © 2020. Fidelity National Financial, Inc. All Rights Reserved MISC0219 (DSI Rev. 04/10/20)Page 2 Order No. 45002680-450-SM-MW1 to nonaffiliated third party service providers with whom we perform joint marketing, pursuant to an agreement with them to jointly market financial products or services to you; to law enforcement or authorities in connection with an investigation, or in response to a subpoena or court order; or in the good-faith belief that such disclosure is necessary to comply with legal process or applicable laws, or to protect the rights, property, or safety of FNF, its customers, or the public. The law does not require your prior authorization and does not allow you to restrict the disclosures described above. Additionally, we may disclose your information to third parties for whom you have given us authorization or consent to make such disclosure. We do not otherwise share your Personal Information or Browsing Information with nonaffiliated third parties, except as required or permitted by law. We may share your Personal Information with affiliates (other companies owned by FNF) to directly market to you. Please see “Choices with Your Information” to learn how to restrict that sharing. We reserve the right to transfer your Personal Information, Browsing Information, and any other information, in connection with the sale or other disposition of all or part of the FNF business and/or assets, or in the event of bankruptcy, reorganization, insolvency, receivership, or an assignment for the benefit of creditors. By submitting Personal Information and/or Browsing Information to FNF, you expressly agree and consent to the use and/or transfer of the foregoing information in connection with any of the above described proceedings. Security of Your Information We maintain physical, electronic, and procedural safeguards to protect your Personal Information. Choices With Your Information If you do not want FNF to share your information among our affiliates to directly market to you, you may send an “opt out” request by email, phone, or physical mail as directed at the end of this Privacy Notice. We do not share your Personal Information with nonaffiliates for their use to direct market to you without your consent. Whether you submit Personal Information or Browsing Information to FNF is entirely up to you. If you decide not to submit Personal Information or Browsing Information, FNF may not be able to provide certain services or products to you. For California Residents: We will not share your Personal Information or Browsing Information with nonaffiliated third parties, except as permitted by California law. For additional information about your California privacy rights, please visit the “California Privacy” link on our website (https://fnf.com/pages/californiaprivacy.aspx) or call (888) 413-1748. For Nevada Residents: You may be placed on our internal Do Not Call List by calling (888) 934-3354 or by contacting us via the information set forth at the end of this Privacy Notice. Nevada law requires that we also provide you with the following contact information: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, Las Vegas, NV 89101; Phone number: (702) 486-3132; email: BCPINFO@ag.state.nv.us. For Oregon Residents: We will not share your Personal Information or Browsing Information with nonaffiliated third parties for marketing purposes, except after you have been informed by us of such sharing and had an opportunity to indicate that you do not want a disclosure made for marketing purposes. For Vermont Residents: We will not disclose information about your creditworthiness to our affiliates and will not disclose your personal information, financial information, credit report, or health information to nonaffiliated third parties to market to you, other than as permitted by Vermont law, unless you authorize us to make those disclosures. Information From Children The FNF Websites are not intended or designed to attract persons under the age of eighteen (18).We do not collect Personal Information from any person that we know to be under the age of thirteen (13) without permission from a parent or guardian. International Users FNF’s headquarters is located within the United States. If you reside outside the United States and choose to provide Personal Information or Browsing Information to us, please note that we may transfer that information outside of your country of residence. By providing FNF with your Personal Information and/or Browsing Information, you consent to our collection, transfer, and use of such information in accordance with this Privacy Notice. FNF Website Services for Mortgage Loans Certain FNF companies provide services to mortgage loan servicers, including hosting websites that collect customer information on behalf of mortgage loan servicers (the “Service Websites”). The Service Websites may contain links to both this Privacy Notice and the mortgage loan servicer or lender’s privacy notice. The sections of this Privacy Notice titled When Information is Disclosed, Choices with Your Information, and Accessing and Correcting Information do not apply to the Service Websites. The mortgage loan servicer or lender’s privacy notice governs use, disclosure, and access to your Personal Information. FNF does not share Personal Information collected through the Service Websites, except as required or authorized by contract with the mortgage loan servicer or lender, or as required by law or in the good-faith belief that such disclosure is necessary: to comply with a legal process or applicable law, to enforce this Privacy Notice, or to protect the rights, property, or safety of FNF or the public. FNF Privacy Statement (Eff. April 9, 2020)Copyright © 2020. Fidelity National Financial, Inc. All Rights Reserved MISC0219 (DSI Rev. 04/10/20)Page 3 Order No. 45002680-450-SM-MW1 Your Consent To This Privacy Notice; Notice Changes; Use of Comments or Feedback By submitting Personal Information and/or Browsing Information to FNF, you consent to the collection and use of the information in accordance with this Privacy Notice. We may change this Privacy Notice at any time. The Privacy Notice’s effective date will show the last date changes were made. If you provide information to us following any change of the Privacy Notice, that signifies your assent to and acceptance of the changes to the Privacy Notice. We may use comments or feedback that you submit to us in any manner without notice or compensation to you. Accessing and Correcting Information; Contact Us If you have questions, would like to correct your Personal Information, or want to opt-out of information sharing for affiliate marketing, send your requests to privacy@fnf.com, by phone to (888) 934-3354, or by mail to: Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonville, Florida 32204 Attn: Chief Privacy Officer Attachment One – CA (Rev. 05-06-16)Page 1 © California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. ATTACHMENT ONE (Revised 05-06-16) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY – 1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1.(a)Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b)Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2.Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3.Defects, liens, encumbrances, adverse claims or other matters: (a)whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b)not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c)resulting in no loss or damage to the insured claimant; (d)attaching or created subsequent to Date of Policy; or (e)resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4.Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated. 5.Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6.Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1.Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2.Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3.Easements, liens or encumbrances, or claims thereof, not shown by the public records. 4.Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5.(a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 6.Any lien or right to a lien for services, labor or material not shown by the public records. CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1.Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: a.building; b.zoning; c.land use; d.improvements on the Land; e.land division; and f.environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2.The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3.The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4.Risks: a.that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b.that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; Attachment One – CA (Rev. 05-06-16)Page 2 © California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. c. that result in no loss to You; or d. that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors’ rights laws. 8. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 9. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner’s Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 16:1.00% of Policy Amount Shown in Schedule A or $2,500.00 (whichever is less) Covered Risk 18:1.00% of Policy Amount Shown in Schedule A or $5,000.00 (whichever is less) Covered Risk 19:1.00% of Policy Amount Shown in Schedule A or $5,000.00 (whichever is less) Covered Risk 21:1.00% of Policy Amount Shown in Schedule A or $2,500.00 (whichever is less) 2006 ALTA LOAN POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13 or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE {Except as provided in Schedule B - Part II,{ t{or T}his policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees or expenses, that arise by reason of: Attachment One – CA (Rev. 05-06-16)Page 3 © California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. {PART I {The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: 1.(a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2.Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3.Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4.Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5.(a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6.Any lien or right to a lien for services, labor or material not shown by the Public Records.} PART II In addition to the matters set forth in Part I of this Schedule, the Title is subject to the following matters, and the Company insures against loss or damage sustained in the event that they are not subordinate to the lien of the Insured Mortgage:} 2006 ALTA OWNER’S POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1.(a)Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i)the occupancy, use, or enjoyment of the Land; (ii)the character, dimensions, or location of any improvement erected on the Land; (iii)the subdivision of land; or (iv)environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b)Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2.Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3.Defects, liens, encumbrances, adverse claims, or other matters (a)created, suffered, assumed, or agreed to by the Insured Claimant; (b)not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c)resulting in no loss or damage to the Insured Claimant; (d)attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e)resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4.Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is (a)a fraudulent conveyance or fraudulent transfer; or (b)a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5.Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees or expenses, that arise by reason of: {The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: 1.(a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2.Any facts, rights, interests, or claims that are not shown in the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3.Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4.Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and that are not shown by the Public Records. 5.(a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6.Any lien or right to a lien for services, labor or material not shown by the Public Records. } 7.{Variable exceptions such as taxes, easements, CC&R’s, etc. shown here.} Attachment One – CA (Rev. 05-06-16)Page 4 © California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY – ASSESSMENTS PRIORITY (04-02-15) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys’ fees or expenses which arise by reason of: 1.(a)Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i)the occupancy, use, or enjoyment of the Land; (ii)the character, dimensions, or location of any improvement erected on the Land; (iii)the subdivision of land; or (iv)environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. (b)Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. 2.Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3.Defects, liens, encumbrances, adverse claims, or other matters (a)created, suffered, assumed, or agreed to by the Insured Claimant; (b)not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c)resulting in no loss or damage to the Insured Claimant; (d)attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or (e)resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4.Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5.Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury, or any consumer credit protection or truth-in-lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6.Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7.Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b) or 25. 8.The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9.Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy. 10.Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 11.Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. CONFIDENTIAL SLPC ETRANS CREDIT MEMORANDUM This document contains Confidential & Proprietary Information belonging exclusively to UCT Cannabis 920 S. Topeka Ave Fresno, CA 93721 (415) 999-2138 E-mail: uctcannabis@gmail.com Web: www.uctcannabis.com BUSINESS PLAN 2021 CANNABIS MANUFACTURING UCT Cannabis / BUSINESS PLAN 2 Content Executive Summary ................................................... 3 Company Summary .................................................. 4 Start-up Summary..................................................... 5 Financial Summary ................................................... 6 Market Overview......................................................... 7 Global Market ............................................................. 8 North American Cannabis Market ...................... 9 The U.S. Cannabis Market .................................... 10 Concentrates and Infused Products ................ 12 California Cannabis Market ................................ 15 Sales Strategy .............................................................. 18 Marketing Plan ......................................................... 19 Target Customers .................................................... 19 Sales Forecast ........................................................... 20 Operating Plan ............................................................21 Extraction & Manufacturing Facilities ............22 Extraction Technology ..........................................22 Infused Products ......................................................25 Transportation .........................................................27 Packaging and Labeling ........................................29 Tracking Solution ....................................................29 Organizational Structure ......................................30 Personnel Plan ..........................................................31 Ownership ..................................................................32 Financial Plan ..............................................................34 Direct and Operating Expense Breakdown ..35 Profit & Loss Forecast ...........................................37 Appendix ........................................................................38 UCT Cannabis 3 Executive Summary Company Summary Market Opportunities Start-up Summary Financial Summary 01 UCT Cannabis / BUSINESS PLAN 4 Company Summary UCT Cannabis is dedicated to produce and sell wholesale cannabis concentrates, edibles and topicals to service the exploding infused products industry. UCT Cannabis believes concentrates are the cleanest, most accessible way to consume most of the beneficial aspects of the cannabis plant and to be produced in edibles and topicals. Company intends to start its manufacturing business from its warehouse that it is acquiring through an affiliate entity, consisting of 16,875 square feet. UCT Cannabis will carry an extensive product portfolio which includes flowers, concentrates, edibles, dosables, and accessories from award-winning brands. We create an efficient supply chain by acting as the intelligent hub sitting between retail dispensaries and the brands who cultivate and manufacture the products they sell. We will offer flexibility in the form of three unique programs for cultivators, processors and manufacturers. Main Goals: ✓ To produce high-grade cannabis infused products and build a recognizable brand in a rapidly growing industry. ✓ To develop a team of experts and innovators to develop a premier standard ✓ To be fully compliant with all state and local municipalities and be primed and ready for national expansion as federal laws adjust and evolve to the benefit of the cannabis industry. ✓ To become an industry-leader in the blossoming extraction industry. ✓ To provide our retailer partners with top quality cannabis products, bringing carefully crafted guidance for a superior path to success. ✓ To help our brand partners achieve greater market penetration through a superior approach with high volume retailers (both stores and deliveries). Mission: ✓ Creating value through reliable service, supply-chain integrity, and a quality guarantee. Main Objectives: ✓ Getting the California Cannabis Manufacturing license. ✓ Enrich and empower our local community ✓ Net annual income to support operational expenses. ✓ Monthly sales and capacity increasing steadily throughout the first year. UCT Cannabis 5 Start-up Summary The business will be fully funded with with an additional to follow at the beginning of Quarter 2. Additionally, the anticipated facility shall be purchased for $ and is currently in escrow. This will include total capital cost of over $ leaving nearly as working capital. UCT Cannabis / BUSINESS PLAN 6 Financial Summary UCT Cannabis will fund its startup costs largely through personal savings/private investments. From a total investment of , UCT Cannabis is expected to generate nearly in gross revenues with net income of nearly in Year 2. After the first year of operations, it is expected that UCT Cannabis will be able to trim expenses through realizing business efficiencies, gaining operational experience and industry knowledge. Direct and Indirect Social Impacts UCT Cannabis will create more than six new jobs in the first year with at least in direct local salaries and at least $ in indirect local salaries through the security provider. Company also intends 15% of EBIDTA will be allocated to the different community programs described in our Social Policy and Local Enterprise Plan. Table 2. Taxes and contributions flow, $ Revenue & Profit Forecast Cash Flow Forecast UCT Cannabis 7 Market Overview Global Cannabis Market North America Cannabis Market The U.S. Cannabis Market Concentrates and Infused Products Sector California Cannabis Market 02 UCT Cannabis / BUSINESS PLAN 8 Global Market The global legal cannabis market is valued at $17.7 billion1 in 2019, growing by about 22 percent, according to the report from Grand View Research. Spending on legal cannabis worldwide is expected to reach $42.7 billion by 2024 at a compound annual growth rate (CAGR) of 25% from 2019 and hit $57 billion by 2027, while cannabis market in the United States and Canada is estimated to be about $46.5 billion and other $10.5 billion would go to other markets. The largest growth rate is predicted within the rest-of-world markets with projected $2.5 billion in 2027. The recreational cannabis market will cover about 67% of the spending while medical cannabis will take up the remaining 33%. Legal medical cannabis spending outside the U.S. and Canada more than doubled in 2019, from $367 million to $840 million, largely due to markets in Germany and Mexico. According to the report, the global medical cannabis market is projected to increase in value to $14.09 billion in 2024 at a CAGR of 10% from 2019 to 2024. Key Trends: • The initial decision by many U.S. states and Canada to create medical-only cannabis regulations prompted many other countries to act similarly while legalization of adult recreational use in California and Canada triggered a second wave of legalizing laws internationally to increase access to medical cannabis. • South America countries have the most liberal medical cannabis programs. Led by Brazil, Argentina, Peru and Uruguay, the South American medical cannabis market may grow from $125 million in 2018 to $776 million in 2027. • Germany is ready to become the leader of the European cannabis market, and Italy is expected to be second with $1.2 billion in sales by 2027. Some form of medical cannabis is now legal in 22 countries in Europe. • Australia’s legal cannabis market is forecast to grow from $52 million in 2018 to $1.2 billion in 2027, the 5th largest in the world. • Israel has a small population and a long history of legal medical cannabis use. It continues to be a leader over the years in the development of cannabis pharmaceuticals. 1 https://www.grandviewresearch.com/industry-analysis/legal-marijuana-market UCT Cannabis 9 North American Cannabis Market The North America legal cannabis market amounted to almost $14 billion in 2019, growing by 30 percent on the year. The largest market was the United States, which totaled $12.2 billion. It was followed by Canada with about $1.7 billion. The report from cannabis industry analysts Arcview Market Research, in partnership with BDS Analytics2, forecasts that the entire legal cannabis market in North America to reach $24.5 billion in sales – a 20% annual growth rate by 2021 – as more countries and states legalize cannabis for recreational use and existing markets mature and will grow to $46.5 billion six years later. 2 https://bdsanalytics.com/ 4.3 4.9 6.5 7.3 8.2 9.0 10.11.4 1.8 2.7 3.5 5.7 9.5 14.4 0 5 10 15 20 25 30 2015 2016 2017 2018 2019 (projected) 2020 (projected) 2021 (projected) Figure 1. Medical and recreational cannabis sales forecast, billion $ UCT Cannabis / BUSINESS PLAN 10 The U.S. Cannabis Market The U.S. legal cannabis sales reached $12.2 billion in 2019 according to the Arcview/BDS report and experts forecast that 2020 sales should reach $16.2 billion and by 2024 could be as high as $31.1 billion. Although the use of cannabis is illegal under the federal law and the federal government classifies cannabis as a schedule 1 drug, more than 60% of the U.S. states have legalized it in some form. Most states legalized it only for medical purposes, but eleven states – Alaska, California, Colorado, Illinois (2019), Maine, Michigan (2018), Nevada, Massachusetts, Oregon, Vermont and Washington – have gone further, legalizing the recreational use. As a result, 33 states, the District of Columbia, Puerto Rico, Guam, the Northern Mariana Islands, and the U.S. Virgin Islands have effective medical cannabis laws, and 11 states and the District of Columbia now allow cannabis for recreational use. In 2018, 62% of Americans report supporting cannabis legalization, double what it was in 2000 (31%)3. 3 Pew Research Survey, http://www.pewresearch.org/fact-tank/2018/10/08/americans-support-marijuana- legalization/ Figure 2. U.S. legalization map Medical / Recreational cannabis legalization Medical cannabis legalization No laws legalizing UCT Cannabis 11 Figure 3. Medical and recreational cannabis sales in top states, 2019 There are more than 20,000 active licenses for cannabis businesses in the U.S. This includes cultivation, extraction and manufacturing, retail, distribution and testing licenses. The industry employed 211,000 people in 2018 and the number of full-time cannabis employees grew 17% to 247,300 in 2019. If cannabis market continues its growth trend, the number of workers in that industry could reach about 500,000 by 2022, according to New Frontier Data. 2.960 1.775 1.081 0.726 0.639 0.580 0.550 0.425 0.282 0.251 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 California Colorado Washington Oregon Nevada Arizona Florida Massachusetts Michigan Illinois $ billion UCT Cannabis / BUSINESS PLAN 12 Concentrates and Infused Products Many of today’s larger concentrates companies started as tiny operations, but a good number have quickly moved out of basements and into industrial warehouses featuring high-tech equipment that costs tens of thousands of dollars. Nationally, patients and consumers who favor concentrates spend an average of $4,800 each year, more than double the average amount spent by cannabis users in general, according to What Cannabis Patients and Consumer Want, a marketing research report published by Marijuana Business Daily. The majority of infused product companies produce fewer than 12 products, that is why median revenue for this group of businesses is so similar to that of infused product companies as a whole. While companies that produce more than 30 products are generating more revenue than businesses with a smaller range of offerings, it’s likely not because they’re producing more products. Rather, successful businesses are expanding on their product lines as they grow, and the wider selection is a result of added revenue. Lastly, the market in some states is maturing, and consumers/patients are increasingly demanding new types of products – leading to greater innovation and offerings. The majority of infused product companies are manufacturing more than one type of good – typically edibles and concentrates, as these categories dominate the infused product landscape. Nearly half of all businesses are producing topicals, though just a small number have chosen to focus on this category exclusively – as it comprises a relatively small portion of the retail and medical markets. $600,000 $1,850,000 $2,000,000 12 or fewer 13-30 more than 30 Median Figure 5. Typical infused product manufacturer annual revenue by number of products offered $- $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 Annual Revenue Annual Operating Costs Startup Costs With in-house processing Purchase Extracts from third parties 0%10%20%30%40% Profit Margin Figure 4. Profit & Costs benchmarks UCT Cannabis 13 Entrepreneurs are drawn to this segment of the industry because of the strong demand, falling price of wholesale cannabis and a general lack of restrictions on the number of available licenses in some key markets. There’s also the potential for more sophisticated players to establish large and recognizable brands, as the same basic principles that make for a successful product in the traditional economy apply to the cannabis industry as well. An increasing number of companies are now selling products in multiple states, and even some celebrity brands are gaining traction in the market. Portion of all infused product manufacturers that are profitable or break-even: 79% One of the key hurdles that concentrates must face has to do with a negative public perception of the extraction process. However, as innovation and technology becomes a more integral part of the industry, producers of concentrates are developing cleaner, safer, and more efficient tools and processes to overcome this stereotype. Manufacturers have taken notice and are extending product lines to occupy multiple segments of the infused products category. While this may maximize revenue in the short term, the industry grows more sophisticated by the day – and manufacturers that specialize on providing a top-quality product to a very narrow portion of the market may end up finding more success than those spread across multiple categories. In 2014 when adult-use just launched in Colorado, over 70% of sales came from dried flower; in 2016, that was down to 55%. In contrast, concentrate sales were $20 million in 2014, or 13% of sales. By the end of 2016 they had jumped to $85 million and 25% of sales. Edibles (including candy, beverages, tinctures, and all food) more than tripled during the same period, from $17 million to $53 million, moving from 11% to 14% of sales. Vape pens and vape products, candy, and other portable and convenient methods of consumption are especially popular with Colorado consumers. The contribution of sales from flower dropped to less than 50% in 2017 and 43% in 2018 in Colorado’s cannabis industry. 68% 63% 45% 22% 24% 6% Edibles Concentrates Topicals Produce exclusively Part of Product line Figure 6. Percent of cannabis manufacturing businesses Source: Marijuana Business Daily UCT Cannabis / BUSINESS PLAN 14 According to Arcview Research, after recreational cannabis legalization, the edibles market went from $17 million to $53 million in the first 2.5 years in Colorado and soared 121% within first year in Washington state. Sales of cannabis edibles in Arizona, California, Colorado and Oregon reached US$83.6 million in September 2019, according to data provided by BDS Analytics. But consumers in those states spent almost US$1.7 billion on cannabis concentrates during the same month. According to a report by Arcview Market Research in partnership with BDS Analytics, consumer spending on cannabis concentrates and edibles in the United States is projected to reach more than $8 billion and $3 billion in 2022, an increase of 185 percent over last year’s sales. According to the report, cannabis concentrate’s and edible’s markets share will grow from 35% to about 50% from 2017 to 20224. 4 https://bdsanalytics.com/wp-content/uploads/2019/01/BDS-Analytics-Top-10-Trends-2019.pdf 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2015 Q1 2015 Q4 2016 Q3 2017 Q3 2018 Q3 2019 Q3 Flower Concentrates Edibles Pre-rolled & All Others Figure 7. Trend sample in Colorado UCT Cannabis 15 California Cannabis Market Legalization In 1996, California became the first state to allow for medical cannabis use. State voters approved Proposition 215; the law that made it legal for doctors to recommend cannabis to patients. California has 482 cities and 58 counties, all with the power to govern their own medical cannabis industries. The methods they choose vary throughout the state. Some local governments have rules limiting the number of stores and where they can open. Others passed ordinances banning all cannabis cultivation. In 2015 Gov. Jerry Brown signed three bills that toughened regulations for medical cannabis businesses and sought standards for documentation and testing. The bills are known as the Medical Cannabis Regulation and Safety Act, or MMRSA for short. Collectively, the legislation also paved the way for medical cannabis businesses to turn a profit. On November 8, 2016, California voters have approved cannabis for recreational use. On June 27, 2017, the legislature passed, and Governor Brown signed into law the Medicinal and Adult- Use Cannabis Regulation and Safety Act (MAUCRSA), which creates the general framework for the regulation of both commercial medicinal and adult-use (recreational) cannabis. Under MAUCRSA, the Bureau of Cannabis Control (Bureau) is the lead agency. The Bureau is charged with licensing, regulation, and enforcement of the following types of commercial cannabis businesses: distributors, retailers, microbusinesses, temporary cannabis events, and testing laboratories. The Manufactured Cannabis Safety Branch, a division of the California Department of Public Health (CDPH), is responsible for regulating and licensing manufacturers. CalCannabis Cultivation Licensing, a division of the California Department of Food and Agriculture (CDFA), is responsible for licensing cultivators and implementing the Track-and-Trace system. On January 1, 2018, the state began issuing licenses for commercial cannabis activity. Additionally, on January 1, 2018, two new cannabis taxes went into efect: a cultivation tax on all harvested cannabis that enters the commercial market and a 15 percent excise tax on the purchase of cannabis and cannabis products. As of January 2020, the state’s three licensing authorities have issued over 10,0005 commercial cannabis licenses to cannabis businesses throughout the state of California. There are 7,551 active licenses, including 4,220 5 https://cannabis.ca.gov/check_a_license/ Figure 8. Active cannabis licenses, California Cultivators Retailers Manufactures Distributors Microbusiness Transporters Event Orginizers Testing Laboratories UCT Cannabis / BUSINESS PLAN 16 cultivators, 987 manufactures and 910 retailers, delivery services, 944 distributors, 243 microbusinesses, 129 transporters, 86 event organizers and 32 testing laboratories. Market In California, the weather conditions are ideal for cultivating cannabis outside, while a lot of cannabis is also grown indoors in massive warehouses. The state's marketplace is also known for its decades-long experience developing cannabis strains. Third-generation growers and breeders have some unparalleled knowledge of the plant and of the related regulatory environment compared to other states. In 2017, California’s regulatory regime allowed only holding state-issued medical cannabis cards to legally purchase cannabis. But that hasn’t stopped sales in the state from eclipsing the other states with recreational sales. Sales in California represented about 34 percent of legal sales in the United States in 2017. In 2018, California retail stores sold $2.5 billion worth of cannabis products, and sales in California represented about 24 percent of legal sales in the United States while combined sales in Colorado, Washington and Oregon represent about 30 percent of U.S. sales. California’s cannabis excise tax generated $181.9 million6 in 2018, and the recreational cannabis sales reached about $1,210 million or 48.4% of total sales. The first quarter of 2019 brought in $120.8 million of tax revenues, the second and the third increased to $144.2 million and $163.2 million correspondingly, and the fourth is estimated to hit $160 million. Total tax revenue reported by the cannabis industry in 2019 is about $590 million, including about $300 million in excise tax, and the recreational cannabis sales reached almost $2 billion. In 2019, the combined year-to-date sales are estimated to hit almost $3 billion indicating 20% growth compared to 2018 and representing about 22 percent of U.S. sales. 6 https://www.cdtfa.ca.gov/news/19-02.htm Figure 9. Medical and recreational cannabis sales in top states in 2019, $ billion 0 20 40 60 80 100 120 140 160 180 Q 1 2018 Q 2 2018 Q 3 2018 Q 4 2018 Q 1 2019 Q 2 2019 Q 3 2019 Q 4 2019 Figure 10. Cannabis taxes, $ million UCT Cannabis 17 Californians spent most of their dollars (36%) on flower. Concentrates, the next largest share of the cannabis sales, captures 33% with over 83% of this contributed by cartridges. Edibles, with 17%, came in third. The top performers in the California edibles market include cannabis-infused chocolate, gummies and beverages. Pre-rolled joints grab 11% of the market and other products categories represented less than 2% of the marketplace. According to a study by the University of California Agricultural Issues Center, California’s recreational cannabis market could be worth more than $5 billion; however, the benchmark will only be achieved once cannabis consumers fully embrace the state’s legal market. While recreational cannabis market is expected to grow, medical cannabis sales are expected to decline as people migrate toward the adult-use market to avoid medical cannabis ID fees. It is projected that legal recreational use will make up 61.5% of the overall market, illegally purchased cannabis will make up about 29.5% of the market and legal medical cannabis use will be about 9% of the overall market, the analysis estimated. Concentrates and Infused Products Market in California At year-end 2019, sales from recreational accounted for nearly 70% of total Concentrate sales in California and continue to increase in proportion to overall category sales. The top 10 Concentrate brands in California continue to increase their share of the market, accounting for almost half of the total sales in this category. 44%31%28% 56%69%72% 0% 20% 40% 60% 80% 100% 120% 2018 2019 2020 Medical Recreational Figure 13. Projected California concentrates market 33%48%49% 67%52%51% 0% 20% 40% 60% 80% 100% 120% 2017 2018 2019 Top ten All other Figure 12. Top ten brands’ share of concentrates sales Flower, 36% Concentrates, 33% Edibles, 17% Pre-Rolled, 11% Other, 3% Figure 11. Cannabis products sales structure UCT Cannabis / BUSINESS PLAN 18 Sales Strategy Marketing Plan Competition Target Customers Sales Forecast 03 UCT Cannabis 19 Marketing Plan The most effective strategies for legal cannabis companies are direct marketing at industry conferences and other events, building communities around cannabis -related concerns such as health and wellness. The marketing and sales strategy of UCT Cannabis will be based on generating long-term personalized relationships with growers and retailers. Marketing and advertising campaign includes: - Meeting with edible manufactures and dispensaries - E-mail Marketing - Advertising and articles in the thematic Magazines - Business events and conferences - Business and industry associations - Brand development - Brochures - Website development with search engine optimization - Cannabis industry platforms and directories. Table 3. Cannabis business directories WEEDMAP https://weedmaps.com/ With over 7,750 listings throughout the U.S., Canada, and Europe. WeedMaps has 7.96 million total visits each month. LEAFY https://www.leafly.com/ Leafy is a cannabis information resource for finding the right strains and products. Leafy has 226.27 thousand total visits each month. https://www.cannasaver.com/ http://cannabiscouponcodes.com/ Websites for cannabis and related coupons. 310.04 and 81.49 thousand total visits each month correspondingly. Target Customers Main customers for our own product line are dispensaries/retail stores. UCT Cannabis will carry an extensive product portfolio which includes flowers, concentrates, edibles, dosables, and accessories from award-winning brands. We will create an efficient supply chain by acting as the intelligent hub sitting between retail dispensaries and the brands who cultivate and manufacture the products they sell. We intend to offer flexibility in the form of three unique programs for cultivators, processors and manufacturers. UCT CANNABIS PROGRAMS BRONZE SILVER GOLD Quality Assurance & Lab-Testing Yes Yes Yes Secure, climate-controlled storage Yes Yes Yes Secure, climate-controlled transportation Yes Yes Yes Carried by sales reps Yes No Yes Prepackaged Products only No Yes Yes UCT Cannabis / BUSINESS PLAN 20 Sales Forecast Own Product Line We will distribute our concentrates and infused products to licensed retailers. Sales will be tracked via our robust, industry-leading, inventory management and tracking system. $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 YEAR 1 YEAR 2 YEAR 3THOUSANDSVape Cartridges (0.5G)Vape Cartridges (1G)Beverages (100mg)Edibles (100mg) Figure 14. Sales projections UCT Cannabis 21 Operating Plan Manufacturing Facilities Extraction Technology Infused Products Packaging / Transportation Tracking Solution 04 UCT Cannabis / BUSINESS PLAN 22 Extraction & Manufacturing Facilities The physical address of our premises will be at 920 S. Topeka Avenue, Fresno, California, located in the Van Ness Industrial District. The premises will be located in a 16,875-sq. ft building with adequate power to service processing and manufacturing operations. The processing facilities will take up 8,800 sq. ft and will include extraction and refining equipment, packaging machines. Our beverages, edibles and topicals manufacturing facilities will be located within processing room. This facility will offer a significant advantage in the development and manufacture of our concentrates and infused products. The facility is currently in escrow to be purchased by United Coach, LLC, an affiliate entity, that will provide the building to UCT Cannabis. Extraction Technology Supercritical CO2 Extraction Method We intend to use High Production Extraction system, which efficiently extract botanical oils without thermal degradation at industry-leading processing rates. System utilize Dual-Phase Pumping System – a liquid pump that allows for high CO2 flows at higher pressures and the Diaphragm Compressor Technology gas pump for energy efficiency and cold separation, these systems will provide high production with a wide range of processing options for supercritical and subcritical extractions. The system can process up to 00 pounds of decarboxylated cannabis per day and uses 3-phase 208v, 230v, 460v. Equipped with CO2 storage tank. Utilizing subcritical and supercritical CO2, systems offer high-capacity, high-production operations with fast, efficient extractions of botanical oils without thermal degradation. The … Production Series is equipped with the patent- pending Dual-Phase Pumping System which combines a liquid pump allowing for high CO2 flows at higher pressures with the Diaphragm Compressor Technology gas pump for energy- efficiency and cold separation. We have identified the most prominent manufacturer of CO2 extraction and intend to use the following equipment: …. Main Features: ✓ Fully automated ✓ Highest yield per hour ✓ Ideal for high-volume production UCT Cannabis 23 ✓ Most versatile – runs subcritical and supercritical ✓ Dual-Phase Pumping System (liquid and gas) ✓ Multiple 3-phase power options ✓ Valveless Expansion Technology ✓ Widest supercritical range Yields: We assume 12% yield for planning while much higher yields can be achieved. Average budget: Ethanol & Hydrocarbon Extraction Methods Ethanol Advantages: ✓ The FDA classifies ethanol as “Generally Regarded as Safe,” or GRAS, meaning that it is safe for human consumption. ✓ Ethanol is safer than butane and more effective than supercritical CO2. ✓ The ethanol removed from the finished concentrate can be reused in multiple extractions, which effectively eliminates the production of chemical waste. ✓ Ethanol extraction method is great for creating a full spectrum extracts and tinctures. Hydrocarbon Advantages: ✓ Butane/Propane extraction technique is the most cost-efficient extraction method available. ✓ With an average extraction cycle of less than one hour, BHO is the fastest commercial extraction method. That is 9 times faster than the average 9 hours comparable CO2 supercritical extraction cycle. ✓ Certified BHO extraction is safe and if correctly installed, pose no safety risk or risk to the environment. BHO extraction is also US FDA-approved and this method of extraction is currently also widely used for the extraction of vegetable oils from seeds such as soybeans, canola, sunflower and flax. ✓ Can resolve some ethanol extraction disadvantages, including the limitation in the products can be produced and high post processing labor intensive, involving the use of several different methods of refinement and filtration. That is why we intend to use a High Production Extraction system, which is equipped for both ethanol- and hydrocarbon- based solvents, to get a cannabis primary extract. We have identified the most prominent manufacturer and plan to use the following equipment: …. The process begins with the double-jacketed reactor, walk-in freezer, or chest freezer, which allows to keep a constant negative temperature on the solvent while the extraction process takes place. To achieve this, the cryogenic chiller takes the coolant down to -20˚C and this is pumped between the glass layers in the reactor. The solvent will be kept in the inner container and the frozen material will be soaked for a period of time. Once the soak is complete, the plant material will be removed, and the extract will be filtered into the rotary evaporator (or large-scale reactor), through a series of filters. The rotary evaporator stays under vacuum, which allows distillation and reclaim of the alcohol at low temperature, thus keeping the more volatile molecules intact. The reclaimed alcohol will then be reused for another extraction. UCT Cannabis / BUSINESS PLAN 24 Yields: We assume 12% yield, while 18-25% yields can be achieved, but for planning, 12% is a good baseline to accommodate the multiple factors, including strains. Average budget: . Production Forecast Company will acquire all marijuana plants in accordance with the laws and regulations and intend to start its processing operations from the third month. For the purposes of this plan, UCT Cannabis will assume that a 100 lbs. harvest of dried flower will also produce 10 lbs. of trim to be used for cannabis extractions and concentrates. 10 lbs. of high-quality trim will yield about 1.2 lbs. of high-quality extractions (depending on the method). We intend to start with 0 pounds of material per day for first month and increase on 0.0 pound more during next months until reaching 0.0 pounds per day. Figure 15. Crude oil production, gram Post-Processing Short Path Wiped Film Distillation We will also use a High Production WFE system to get a pure oil. A rotating wiper system distributes the CO2 cannabis oil onto the inner wall of the short path evaporator, the evaporation process is sped up by the rotating wipers spreading the oil into a thin film layer so that the heat transfer and molecule transfer are optimized. The residence time is less than 10 seconds and the vapors are condensed onto the internal condenser. The short path distillation process is split into two passes – the first pass in the evaporator isolates the Terpenes from the cannabinoids and the second pass removes the lipids, 88,676 118,937 122,727 122,727 122,727 YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 67% 33% Production Sharing Terms Own Product Line UCT Cannabis 25 impurities and solvents leaving you with an odorless high value clear distillate. The distillation process creates a distillate that can produce a fine oil used for vape cartridges, tinctures or edibles. The cannabis industry has advanced by leaps and bounds in recent years with new discoveries on the rise. There are lots of benefits to distillate which has skyrocketed its demand and led to price increases at the same time. Utilizing this WFE system offer high-capacity, high-production operations with fast, efficient molecule of botanical oils without thermal degradation. We have identified the most prominent WFE manufacturer and have purchased model number … from … manufacture …. Main Features: • Continuous feed • Low processing temperatures • Ideal for high-volume production • Compact design • Multiple 3-phase power options • Cannabinoid Separation (THC/CBD) Yields: We assume 75% yield for planning while much higher yields can be achieved. Average budget: . Production Forecast For the purposes of this plan, UCT Cannabis will assume that a 100 gram of crude oil will yield about 75 gram of high quality extractions. Figure 16. Pure oil production, gram Infused Products UCT Cannabis intends to offer shatter (G), pure oil(G) and cartridges (0.5G) UCT Cannabis Cartridges include 500 milligrams co2 cannabis oil and they are compatible with any 510-thread battery and have been tested at 72%+ THC, making them the perfect choice for anybody who doesn’t want to sacrifice potency for convenience. All UCT Cannabis cannabis products include Laboratory Test Results in their packaging. 66,507 89,203 92,045 - 10,000 20,000 30,000 40,000 50,000 60,000 70,000 80,000 90,000 100,000 Year 1 Year 2 Year 3 UCT Cannabis / BUSINESS PLAN 26 Table 4. Oil concentration gram per unit Wax, Shatter, Rosin 1.00 Pure Oil 1.00 Pre-filled Cartridges 0.50 Our beverages, edibles and topicals manufacturing facilities will be located within processing room. Production Facilities: - Manufacturing rooms are entirely enclosed (i.e. walls, ceiling, and doors). - Walls, ceiling, and floor surfaces are smooth, durable, and easily cleanable. - Fiberglass reinforced plastic or similar durable surfaces above the sinks and/or edible product prep table/counters. - Toilet room will be isolated from the manufacturing rooms and has hand sinks equipped with water control valves to prevent recontamination of clean, sanitized hands. There will be soap dispensers and paper towel dispensers or mechanical hand drying devices, mechanical ventilation and a door closer. - Edible product processing will also include packaging of exposed edibl e items into consumer sealed packages. Bottling operations will be conducted inside of the processing room. - Lighting will be protected for breakage, and adequate ventilation will be provided to maintain a suitable environment for edible product manufacture. Table 5. Infused products preparing forecast unit/servings Beverages (100mg) Gummies, cookies and Capsules, Pills (500mg) Tinctures (430mg) Topicals (250mg) 10,689 17,236 21,245 12,471 20,109 24,785 24,941 40,218 49,571 YEAR 1 YEAR 2 YEAR 3 Wax, Shatter, Rosin (G)Pure Oil (G)Pre-filled Cartridges (500mg) Figure 17. Cannabis extraction products production forecast, units UCT Cannabis 27 chocolate (100mg) Year 1 0 0 5,345 6,215 0 Year 2 0 0 8,618 10,021 0 Year 3 0 0 10,622 12,352 0 Year 4 0 0 11,224 13,051 0 Year 5 0 0 11,224 13,051 0 THC Limits For Edible Cannabis Products ✓ Edible cannabis goods may not exceed 10 milligrams of THC per serving and may not exceed 100 milligrams of THC per package. For Non-edible Cannabis Products ✓ Non-edible cannabis products shall not contain more than 1,000 milligrams of THC per package if intended for sale only in the adult-use market. ✓ Non-edible cannabis products shall not contain more than 2,000 milligrams of THC per package if intended for sale only in the medicinal market. Transportation Prior to transporting cannabis or cannabis products, Company will do both of the following: (1) Complete an electronic shipping manifest as prescribed by the licensing authority. The shipping manifest will include the unique identifier, pursuant to Section 26069, issued by the Department of Food and Agriculture for the original cannabis product. (2) Securely transmit the manifest to the bureau and the licensee that will receive the cannabis product. The bureau shall inform the Department of Food and Agriculture of information pertaining to commercial cannabis activity for the purpose of the track and trace program identified in Section 26067. During transportation, Company will maintain a physical copy of the shipping manifest and make it available upon request to agents of the Department of Consumer Affairs and law enforcement officers. 1. An individual authorized to transport cannabis items will have a valid Driver’s License. 2. UCT Cannabis intend to: • Keep cannabis items in transit shielded from public view; • Use a vehicle for transport that is: - Insured at or above the legal requirements in California; - Capable of securing (locking) the cannabis items during transportation; - Equipped with an alarm system; and - Capable of being temperature controlled if perishable cannabis items are being transported. • Generate a printed transport manifest that accompanies every transport of cannabis items that contains the following information: - The name, contact information of a licensee representative, licensed premises address and license number of the licensee transporting the cannabis items; UCT Cannabis / BUSINESS PLAN 28 - The name, contact information and medical cannabis card number of the individuals receiving the delivery; - Product name and quantities (by weight or unit) of each cannabis item contained in each transport, along with the UIDs for every item; - The date of transport and approximate time of departure; - Arrival date and estimated time of arrival; - Delivery vehicle make and model and license plate number; and - Name and signature of the licensee’s representative accompanying the transport. 3. Company will generate the manifest of this rule at least 24 hours in advance of initiating transportation. 4. Each sales invoice will contain: a. Name and address of the purchaser. b. Date of sale and invoice number. c. Kind, quantity, size, and capacity of packages of cannabis or cannabis products sold. d. The cost to the purchaser, together with any discount applied to the price as shown on the invoice. e. The place from which transport of the cannabis or cannabis product was made unless transport was made from the premises of the licensee. f. Any other information specified by the licensing authority. 5. All cannabis items will be packaged in shipping containers and labeled prior to transport. 6. Company will be able to provide a copy of the printed transport manifest and any printed receipts for cannabis items delivered to law enforcement officers or other representatives of a government agency if requested to do so while in transit. 7. UCT Cannabis will contact the Bureau immediately, or as soon as possible under the circumstances, if a vehicle transporting cannabis items is involved in any accident that involves product loss. UCT Cannabis 29 Packaging and Labeling Company will conduct the following regulations for packaging and labeling: 1. Cannabis packages and labels shall not be made to be attractive to children. 2. All cannabis product labels shall include the following information, prominently displayed and in a clear and legible font: a. Date of manufacturing and packaging b. Known allergens (nuts, etc.) c. Source and date of cultivation, d. Type of cannabis or cannabis product, e. Number of servings per package, f. Pharmacologically active ingredients (THC, CBD, etc.) and amount (mg per serving), g. "FOR MEDICAL USE ONLY" (for medicinal cannabis), h. Universal symbol for cannabis, i. Government Warning: "GOVERNMENT WARNING: THIS PRODUCT CONTAINS CANNABIS, A SCHEDULE I CONTROLLED SUBSTANCE. KEEP OUT OF REACH OF CHILDREN AND ANIMALS. CANNABIS PRODUCTS MAY ONLY BE POSSESSED OR CONSUMED BY PERSONS 21 YEARS OF AGE OR OLDER UNLESS THE PERSON IS A QUALIFIED PATIENT. THE INTOXICATING EFFECTS OF CANNABIS PRODUCTS MAY BE DELAYED UP TO TWO HOURS. CANNABIS USEWHILE PREGNANT OR BREASTFEEDING MAY BE HARMFUL. CONSUMPTION OF CANNABIS PRODUCTS IMPAIRS YOUR ABILITY TO DRIVE AND OPERATE MACHINERY. PLEASE USE EXTREME CAUTION.” (in bold print) j. Any other requirements set by the Bureau. Tracking Solution According to the new regulations all licensees must enter certain events into the track and trace system so that cannabis is tracked throughout the supply chain Company intends to use special tracking solution, which will allow us to remain compliant while helping to identify key data points to streamline and optimize inventory management at each phase of the operation: storage, lab testing and delivering. Transport Manifests – Creating, submitting, and storing compliant transportation manifests noting vehicle, driver, and cargo contained for regulatory review. Product Details – Product details for the inventory items, printing key information directly on the labels including ingredients, potency results, plus a reactive expiration date that can lock a product if it’s past expiration. Inventory Management – Analyzing the sales data to optimize the dispensary inventory to the customers. UCT Cannabis / BUSINESS PLAN 30 Organizational Structure Personnel Plan Ownership 05 UCT Cannabis 31 Personnel Plan UCT Cannabis is a business that will be built on a solid foundation. From the outset, we have decided to recruit only qualified people to man various job positions in our company. We hope to leverage on their expertise to build our business brand to be well accepted in the United States. These are the positions that will be available at UCT Cannabis: Table 6. Personnel plan, $ Position Year 1 Year 2 Year 3 Operating Director 1 1 1 Manager, Extraction Services 1 1 2 Extraction Tech Specialists 1 2 3 Edibles production specialists 1 1 1 Topicals production specialists 1 1 1 Admin and Logistics Personnel 1 1 1 Sales& Marketing Personnel 1 1 1 Figure 18. Organizational structure Director Concentrates Manager, Extraction Services Extraction Tech Sales Department Admin and Logistics Personnel Sales & Marketing Personnel Inventory Manager Edibles Production Topicals Production Distribution UCT Cannabis / BUSINESS PLAN 32 Training Plans 1. Train employees at time of hire on business operations and compliance. 2. Train employees regularly after hire. 3. Training plan and training log will be available for inspection on the licensed premises. 4. Any person entering data into the Cannabis Tracking System (CTS) first be trained by the CTS administrator for the license? 5. All individuals will be required to have a valid Marijuana Worker Permit complete the required training and maintain their permit while working on behalf of the Licensee. Ownership Ownership of United Coach Tours, Inc. is represented by Kevin Quan Xian Lu and Alan Bo Wu, each as to an undivided fifty percent (50%) interest of all outstanding shares to the company. Kevin Quan Xian Lu Kevin is an experienced entrepreneur and business operator in California. As an immigrant from humble beginnings in Canton, China, Kevin immigrated to the United States in 1995 to study auto mechanics and repair. Beginning his career in auto mechanics and repair, he earned his way to becoming the shop manager at Pacific Auto Body in San Francisco, where he managed his staff and handled all operations. In 2007, Kevin, with his managing partner, Alan Bo Wu, founded United Coach Tours, Inc., a successful transportation and tour company. Thereafter, Kevin also founded South City Auto Center, Inc., a successful auto mechanical performance and repair service located in South San Francisco. Both businesses have proven to be wildly successful with a demonstrable history of customer satisfaction.7 In 2013, Kevin co-founded United Coach, LLC, a commercial property investment firm, which has recently entered into contract and escrow to purchase the facility for UCT Cannabis, located at 920 S. Topeka Avenue, Fresno, California. Although Kevin possesses limited cannabis-related experience, he has a proven history of self- determined success, believing in the strong value derived from surrounding yourself with the expertise to form a cohesive team for success. Throughout his career, Kevin has developed strong and influential relationships with similar-minded business operators, including numerous operators in the Cannabis industry. Kevin possesses the mindset and resources to not only succeed in the industry but to champion its growth in the community and the community as a whole. 7 United Coach Tours possesses a five-star rating on Yelp from 138 reviews (https://www.yelp.com/biz/united-coach-tours-south-san-francisco); South City Auto Center possesses a five-star rating on Yelp from 5 reviews (https://www.yelp.com/biz/south-city-auto-center- south-san-francisco). UCT Cannabis 33 Alan Bo Wu Alan Bo Wu, an immigrant from native China, is the chief financial officer for United Coach Tours, Inc., South City Auto Center, Inc., together with serving as co-founder and managing partner of United Coach, LLC. UCT Cannabis / BUSINESS PLAN 34 Financial Plan Direct and Operating Expenses Profit & Loss Forecast Balance Sheet 06 UCT Cannabis 35 Direct and Operating Expense Breakdown Direct Costs UCT Cannabis / BUSINESS PLAN 36 Operating Expenses UCT Cannabis 37 Profit & Loss Forecast Business’s revenue is projected to grow significantly for the first two years’ timeframe. The yearly projections are in the table below: UCT Cannabis / BUSINESS PLAN 38 Appendix 07 SCHEDULE A B24R B24R B24R B24R B24R B24R B24R B24R B24R B24R B24R B24R B24R B24R B24R B24R B24R B24R B24R B24R B24R B24R B24R B24R B24R B24R SCSCSC SC SCSC SCSC SCSCSC SC SCSCSCSCSCSCSCSCSCSCSCSCSCSCSCSCSCSCSCSCSCSC SC SCSCSCSCSCSCSC SC SC SC SC SC SC SC SC SC SC SC SC SC SC SCSC SC SC SC50683068 3068 5268 3068 9080 5068 2668 5168 2668 2668 3068 3068 2668 4368 3068 3068 306826685740DH2668266826682668266826682668 5168 2068 7840DH 506850682668306830686068 266826682668 266831'-9"3'35'-3 15/16" 2 3/4"5'-2"7 1/2" 1'-11"3'4" 40'-6 1/2"40'-8"14'-8"5'-3"40'-0 1/2"39'-11 1/2"33'-11 1/2" 215'-1"25'-5 7/8"11'-11 1/2"32'-6 5/8"70'18'-4 13/16"3'7 1/2" 29'-11 1/2"22'-0 5/16"47'-11 1/2"19'-2 1/2"6'-0 1/2"6'-0 1/4"7'-8 15/16"6'-0 9/16"11'-5"58'-7 15/16" 215'-1"32'-6"5'6 1/8"32'-6 5/8"5'-5 1/2"31'-11 7/8"70'15056 SQ FT INTERIOR AREA Vault Common Area Employee Lounge/ Locker Room Security Office Office #1 Office #2 Reception Customer Seating Area ADA Bathroom Emergency Exit Emergency Exit ADA Bathroom Emergency Exit Emergency Exit Social Equity Business Incubator Water and Equipment Common Area Shipping and Receiving Janitor Closet Main Entrance Packaging Room (30x32) Infusion (30x12) Storage Room South Topeka Ave (34x26) Manufacturing Licensing Area Processing Room (32x40) Manufacturing Licensing Area Research and Development (32x40) Manufacturing Licensing Area CO2 Extraction Room (32x40) Spent Material Manufacturing Licensing Area Processing Lab Security Door Employee Only Exit Light Fire Sprinkler Exterior Lighting Exterior Lighting Interior Security Camera Exterior Security Camera 8ft high chain link fence 1st Floor P-1REVISION TABLENUMBER DATE REVISED BY DESCRIPTION SHEET: SCALE:DRAWINGS PROVIDED BY:DATE: 12/1/2020 1/10" = 1'920 South Topeka AveFresno, CA 93721Social Equity Business Incubator Social Equity Business Incubator Social Equity Business Incubator Social Equity Business Incubator Vault Va u l t SCHEDULE B DocuSign Envelope ID E079C820-8141-4C76-A0BE-57EA98E8606C DISCLOSURE REGARDING REAL EST ATE AGENCY RELATIONSHIP (As required by the Civil Code) When you e_nter i_nto a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relat1onsh1p or representation you wish to have with the agent in the transaction. . SELLER'S AGENT A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative obligations: To the Seller: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of. the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. BUYER'S AGENT A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations. the agent is not the Seller's agent even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has t11e following affirmative obligations: To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. AGENT REPRESENTING BOTH SELLER AND BUYER A real estate agent. either acting directly or through one or more salesperson and broker associates, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: (a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller of the Buyer. (b) Other duties to the Seller and the Buyer as stated above in their respective sections. In representing both Seller and Buyer, a dual agent may not, without the permission of the respective party, disclose to the other party confidential information, including. but not limited to, facts relating to either t11e Buyer's or Seller's financial position, motivations, bargaining position. or other personal information that may impact price, including the Seller's willingness to accept a price less than the listing price or the Buyer's willingness to pay a price greater than the price offered. SELLER AND BUYER RESPONSIBILITIES Either the purchase agreement or a separate document will contain a confirmation of which agent is representing you and whether that agent is representing you exclusively in the transaction or acting as a dual agent. Please pay attention to that confirmation to make sure it accurately reflects your understanding of your agent's role. The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired. consult a competent professional. If you are a Buyer. you have the duty to exercise reasonable care to protect yourself, including as to those facts about the property which are known to you or within your diligent attention and observation. Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change. Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction. The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time it is presented to you, considering the relationship between you and the real estate agent in your specific transaction. This disclosure form includes the provisions of Sections 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully. I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK (OR A SEPARATE PAGE). DocuSigned by: D Buyer IZI Seller D Lessor IZI Buyer D Seller D Lessor D Lesse ,,.ci~"""""-t',11_.,,....fL..,,, _____________ Date: 1_0_1_1_2_12_0_2_0 ____ _ ~fr 10/12/2020 D Lessee ,.DA..,1ffl04,i,-,:..,.si!i>s~li'Fi!-e.-.. -----------------Date: __________ _ Kevin LU Doc~l!lig~<>Ci by: Agent 1--,,.c-;·-,_--,':,..,7>,,_",..'_· =c------=--KW~~c.,..o..,.mm---=,...e...,r_c_i...,a=l.,_-,------------DRE Uc. # O 18 644 61 ( )? /,/->____ Real Estate Broker (Firm) '-'isc~4EDF97944A DRE Lie. #01945284 Date· (Salesperson or Broker-Associate) Jared Ennis ==-cc==-=--=----------· ----------- 10/12/2020 By: t RM HAS BEEN PREPARED BY AIR CRE. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF THIS FORM SPECIFIC TRANSACTION. PLEASE SEEK LEGAL COUNSEL AS TO THE APPROPRIATENESS OF THIS FORM. ~s PAGE 1 OF 3 =IN=IT~I-A-LS-S © 2019 AIR CRE. All Rights Reserved. AD-3.01, Revised 06-10-2019 KW Cornmerua! (\:ni.rnl C,\. 7W W Al1u;,1al :\v1.• /i!lJ2. Fr1.•~no, CA 93711 Phnne ~'.'9302.8698 F:ix _,;;_~~l4.)2QJ24 .IJ.red Enm~~ Produced with z1pFormi.~, by z1plog1x 18070 Fifteen Mile Road, Fraser, Michigan 48026 WW'N.ziplog.lx.com DocuSign Envelope ID: E079C820-8141-4C76-A0BE-57EA98E86D6C DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP CIVIL CODE SECTIONS 2079.13 THROUGH 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.13. As used in Sections 2079.7 and 2079.14 to 2079.24. inclusive, the following terms have the following meanings: (a) "Agent" means a person acting under provisions of Title 9 (commencing with Section 2295) in a real property transaction, and. includes a person who is licensed as a real estate broker under Chapter 3 (commencing with Section 10130) of Part 1 of Division 4 of the Business and Professions Code, and under whose license a listing is executed or an offer to purchase is obtained. The agent in the real property transaction bears responsibility for that agent's salespersons or broker associates who perform as agents of the agent. When a salesperson or broker associate owes a duty to any principal, or to any buyer or seller who is not a principal, in a real property transaction, that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate functions. (b) "Buyer" means a transferee in a real property transaction, and includes a person who executes an offer to purchase real property from a seller through an agent. or who seeks the services of an agent in more than a casual, transitory, or preliminary manner. with the object of entering into a real property transaction. "Buyer" includes vendee or lessee of real property. (c) "Commercial real property" means al! real property in the state, except (1) single-family residential real property. (2) dwelling units made subject to Chapter 2 (commencing with Section 1940) of Title 5. (3) a mobi!ehome, as defined in Section 798.3, (4) vacant land, or (5) a recreational vehicle. as defined in Section 799.29. (d) "Dual agent" means an agent acting, either ·directly or through a salesperson or broker associate. as agent for both the seller and the buyer in a real property transaction. (e) "Listing agreement" means a written contract between a seller of real property and an agent, by which the agent has been authorized to sell the real property or to find or obtain a buyer. including rendering other services for which a real estate license is required to the seller pursuant to the terms of the agreement. (f) "Seller's agent" means a person who has obtained a listing of real property to act as an agent for compensation. (g) "Listing price" is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the seller's agent. (h) "Offering price" is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property. (i) "Offer to purchase" means a written contract executed by a buyer acting through a buyer's agent that becomes the contract for the sale of the real property upon acceptance by the seller. {j) "Real property" means any estate specified by subdivision (1) or (2) of Section.761 in property, and includes (1) single-family residential property, (2) multiunit residential property with more than four dwelling units, (31 commercial real property, (4) vacant land. (5) a ground lease coupled with improvements. or (6) a manufactured home as defined in Section 18007 oft11e Health and Safety Code, or a mobilehome as defined in Section 18008 of the Health and Safety Code, when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of the Business and Professions Code. (kl "Real property transaction" means a transaction for the sale of real property in which an agent is retained by a buyer. seller, or both a buyer and seller to act in that transaction, and includes a listing or an offer to purchase. (I) "Sell," "sale." or "sold" refers to a transaction for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer. transactions for the creation of a real property sales contract within the meaning of Section 2985. and transactions for the creation of a leasehold exceeding one year's duration. (m) "Seller" means the transferor in a real property transaction and includes an owner who lists real property with an agent, whether "Seller" means the transferor in a real property transaction and includes an owner is the owner from an agent on behalf of another. "Seller" includes both a vendor and a lessor of real property. (n) "Buyer's agent" means an agent who represents a buyer in a real property transaction. 2079.14. A seller's agent and buyer's agent shall provide the seller and buyer in a real property transaction with a copy of the disclosure form specified in Section 2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in Section 2079.15, as follows: (a) The seller's agent, if any, shall provide the disclosure form to the seller prior to entering into the listing agreement. (b) The buyer's agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase. If the offer to purchase is not prepared by the buyer's agent, the buyer's agent shall present the disclosure form to the buyer not later than the next business day after receiving the offer to purchase from the buyer. 2079.15. In any circumstance in which the seller or buyer refuses to sign an acknowledgement of receipt pursuant to Section 2079.14. the agent shall set forth, sign, and date a written declaration of the facts of the refusal. 2079.16 Reproduced on Page 1 of this AD form. 2079.17(a) As soon as practicable. the buyer's agent shall disclose to the buyer and seller whether the agent is acting in the real property transaction as the buyer's agent, or as a dual agent representing both the buyer and the seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller, the buyer, and the buyer's agent prior to or coincident with execution of that contract by the buyer and the seller, respectively. (b) As soon as practicable, the seller's agent shall disclose to the seller whether the seller's agent is acting in the real property transaction as the seller's agent, or as a dual agent representing both the buyer and seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the seller's agent prior to or coincident with the execution of that contract by the seller. (C) CONFIRMATION: The following agency relationships are confirmed for this transaction. Seller's Brokerage Firm · 00 NOT CO.~l:l;.i;MMPLE ONLY • License Number ________ _ Is the broker of (check one): D the seller; or D both the buyer and seller. (dual agent) Seller's Agent '.'"'''%1.';'"''''"':','.'' .. : ,ll)NOT ~;-$1\~E ONLY ,.. <J /\ .. License Number ________ _ Is (check one): D the Seller's Agent. (salesperson or broker associate); or D both the Buyer's Agent and the Seller's Agent. (dual agent) Buyer's Brokerage Firm llillf~~½~~"'\ '1)0 NOT;e§JM)LETE, S~ ONLY···"·•""'.'"'"'".":"':?1;f';*:": License Number ________ _ Is the broker of (check one): D the buyer: or D both the buyer and seller. (dual agent) Buyer's Agent .. .•. ogiMIJ:-~l~j;IAMP~Y .· ····. ,:~\-": .. :: .. ·•·· License Number--------- Is (check one): D the Buyer's Agent (salesperson or broker associate): or D both the Buyer's Agent and the Seller's Agent. (dual agent) (d) The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. An agent's duty to provide disclosure and confirmation of representation in this section may be performed by a real estate salesperson or broker associate affiliated with that broker. ~8 (Repealed pursuant to AB-1289, 2017-18 California Legislative session) ~ PAGE2OF3 INITIALS © 2019 AIR CRE. AU Rights Reserved. Produced w1t!1 zipForm~J by zipLogix 18070 Fifteen Mile Road, Fraser, rvHch1gan 48026 '.VWN.ZiRLogix.com DS INITIALS AD-3.01, Revised 06-10-2019 920 S Topeka A vc - DocuSign Envelope ID E079C820-8141-4C76-A0BE-57EA98E86O6C 2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation or commission paid, or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction, and the terms of any sucl1 agreement shall not necessarily be determinative of a particular relationst1ip. 2079.20 Nothing in this article prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21 (a) A dual agent may not, without the express permission of the seller, disclose to the buyer any confidential information obtained from the seller. (b) A dual agent may not, without the express permission of the buyer, disclose to the seller any confidential information obtained from the buyer. (c) "Confidential information" means facts relating to the client's financial position. motivations, bargaining position, or other personal information that may impact price, such as the seller is willing to accept a price less than the listing price or the buyer is willing to pay a price greater than the price offered. (d) This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price. 2079.22 Nothing in this article precludes a seller's agent from also being a buyer's agent If a seller or buyer in a transaction chooses to not be represented by an agent, that does not, of itself, make that agent a dual agent 2079.23 (a) A contract between the principal and agent may be modified or altered to change the agency relationship at any lime before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. (b) A lender or an auction company retained by a lender to control aspects of a transaction of real property subject to this part, including validating the sales price, shall not require. as a condition of receiving the lender's approval of the transaction, the homeowner or listing agent to defend or indemnify the lender or auction company from any liability alleged to result from the actions of the lender or auction company. Any clause, provision. covenant, or agreement purporting to impose an obligation to defend or indemnify a lender or an auction company in violation of this subdivision is against public policy. void, and unenforceable. 2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents. and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure. CE INITIALS AIR CRE • https://www.aircre.com * 213-687-8777 * contracts@aircre.com NOTICE: No part of the works may be reproduced in any form without permission in writing. PAGE 3 OF 3 © 2019 AIR CRE. All Rights Reserved. INITIALS AD-3.01, Revised 06-10-2019 Produced w1t!1 zipForm@1 by zipLogix 18070 Fifte{~n Mil~; Road, Fraser, ?vHchigan 48026 '.VWw.21pl.ogix.com 92(1 S Topeka A \'C - DocuSign Envelope ID: E079C820-8141-4C76-A0BE-57EA98E86D6C 1. Buyer. it STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (Non-Residential) 1.1 United Coach LLC , ("Buyer") hereby offers to purchase the real property, hereinafter described, from the owner thereof ("Seller") (collectively, the "Parties" or individually. a "Party"), through an escrow ("Escrow'') to close a&-eF 15 days after the waiver or satisfaction of the Buyer's Contingencies. ("Expected Closing Date") to be held by Chicago Title Company (Sue Meyer) ("Escrow Holder") whose address is 7330 North Palm Avenue Ste #101, Fresno, CA 93711/ 1750 W Walnut Ave, Visalia, CA 93277; Email meyers@CTT.com, . Phone No. {559) 451-3736 , Facsimile No. (559) 431-8936 upon the terms and conditions set forth in this agreement ("Agreement"). Buyer shall have the right to assign Buyer's rights hereunder, but any such assignment shall not relieve Buyer of Buyer's obligations herein unless Seller expressly releases Buyer. 1.2 The term "Date of Agreement" as used herein shall be the date when by execution and delivery (as defined in paragraph 20.2) of this document or a subsequent counteroffer thereto, Buyer and Seller have reached agreement in writing whereby Seller agrees to sell, and Buyer agrees to purchase, the Property upon terms accepted by both Parties. 2. Property. 2.1 The real property ("Property") that is the subject of this offer consists of (insert a brief physical description) One + /-16,875 square foot commercial warehouse building on +/-5.63 acres (245,242 SF) commonly known as A.P.N. 468-020-78 is located in the County of _____ F_r~e~s~n_o~----. is commonly known as (street address, city, state, zip) 920 s Topeka Ave Fresno CA 93721 and is legally described as: to be provided by title company (APN: -----~4=68~--0~2~0~-~7_;8~----). 2.2 If the legal description of the Property is not complete or is inaccurate, this Agreement shall not be invalid and the legal description shall be completed or corrected to meet the requirements of Chicago Title Company ("Title Company"), which shall issue the title policy hereinafter described. 2.3 The Property includes, at no additional cost to Buyer, the permanent improvements thereon, including those items which pursuant to applicable law are a part of the property. as well as the following items, if any, owned by Seller and at present located on the Property: electrical distribution systems (power panel, bus ducting, conduits, disconnects, lighting fixtures): telephone distribution systems (lines, jacks and connections only): space heaters; heating, ventilating, air conditioning equipment ("HVAC"); air lines: fire sprinkler systems; security and tire detection systems; carpets; window coverings: wall coverings; and ___________________________ _ -----------------------------------~~--(collectively, the "Improvements"). 2.4 The fire sprinkler monitor: D is owned by Seller and included in the Purchase Price, D is leased by Seller. and Buyer will need to negotiate a new lease with the tire monitoring company, D ownership will be determined during Escrow, or 00 there is no fire sprinkler monitor. 2.5 Except as provided in Paragraph 2.3, the Purchase Price does not include Seller's personal property, furniture and furnishings, and all of which shall be removed by Seller prior to Closing. 3. Purchase Price. 3.1 The purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be$ follows: , payable as (Strike if not applicable) (a) Cash down payment. including the Deposit as defined in paragraph 4.3 (or if an all cash transaction, the Purchase Price): AA An,el:lnt ef "~lew Lean" as defineEi in J!aFa§Fapl-t 6.1, if any: ~ 81:l';er s1-tell tal~e li!le te tl-te PrepeFly Sl:ll3jeet te aRdler aool:ln,e ti-le felle~1in§ e11iotin§ EieeEi(s) ef lFl:lSt ("Et1ieting QeeEl(sj ef TF11st") 9881:lAR§ !Fie m1is!iA§ 1!F8ffiiSSBF'f Rele(s) ("Et1i9tifl!J Notefsl"): PAGE 1 OF 11 $ --~1=2 i _______ _ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. OFA-20.20, Revised 11-25-2019 h \V Commercial Central CA, 740 \V Alluvial Ave# 102 Fresno. CA 93711 Phon,· 55'J302S69S Fa'<: 5594329324 Jared Ennis no S Topeka Ave - Produced with ztpForm@1 by :ipLogix 18070 Fnteen Mlle Road. Fraser, tv~ich1gan 48026 wwN.Z!pLogix:.com DocuSign Envelope ID: E079C820-8141-4C76-A0BE-57EA98E86O6C ~ AR EwistiRg ~Me ("Fil'St Hete"l wilA apr,ireiiiFAalel>y: SA UAJ:lBiS i;iriA0if!el aeleA00 89 sf IAe GlesiAg ef Seid FiFOI ~lo!e is 13e>yaale el 6 ------------------f!0F FABl~IA. iReludiRg interest et IAO rate of % f;)OF 8RAUFA URlil i;iaid (8A8i'8F IAe 0l~lire UAf!Sid fl818A0e is due 0A t, tilt AA Ei,isliAg ~Me ("Seeend ~late") \lilA SA URi;JSia ,iriAeii;iel aoloAee es ef IAe GlesiAg ef 8flflF8lEiFAalel>y: ~ --------- Seid Sessnd ~Jele is pa','BBle at 6, _________________ i;ier R'leAIA, iAsludiAg iA!eFest at !Re Fate sf ---------~~ i;J0F 8AAUFA UAlil 19aid (aml{0F IA0 eAlire unpaid BalaAee is due en _____________________ ,., (d) Buyer shall give Seller a deed of trust ("Purchase Money Deed of Trust") on the property, to secure the promissory note of Buyer to Seller described in paragraph 6 ("Purchase Money Note") in the amount of: $ -~ Total Purchase Price: $ -~ 3.2 If Buyer is taking title to the Property subject to, or assuming. an Existing Deed of Trust and such deed of trust permits the beneficiary to demand payment of fees including. but not limited to, points, processing fees, and appraisal fees as a condition to the transfer of the Property. Buyer agrees to pay such fees up to a maximum of 1.5% of the unpaid principal balance of the applicable Existing Note. 4. Deposits, 4.1 □ Bu.,,er ASS deli,·erea te Brel,er 8 e"1eol1 iA IAe SUFA ef 6, ---------. pa','aBle ta Eserew 1-lelder, le BO deli,,,0F0d B)' Brel1er le Eserew I lelder 'n1ilAiA 2 er ---BUSiA0SS d8','S after Beth Parlies ha>,<e eimeutea IAiS Agreeffl0AI BAB ll~e 0l!0SUtea AgreeFAent ABG B00A eleli,,.ered to Esorow l-loldeF, fil [!] within ~ 3 business days after both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder Buyer shall deliver to Escrow Holder a check in the sum of$ 10,000.00 . If said check is not received by Escrow Holder within said time period then Seller may elect to unilaterally terminate this transaction by giving written notice of sucl1 election to Escrow Holder whereupon neither Party shall have any furtt,er liability to the other under tllis Agreement. Should Buyer and Seller not enter into an agreement for purchase and sale. Buyer's check or funds shall, upon request by Buyer. be promptly returned to Buyer. 4.2 Additional deposits: fat ',AJiti'liA 6 i!usiAess ela','s afler li'le Daie of Agree1tt0Rt, Bl:l.,.er si'lall deposit wil"1 Eserow I !elder ti'le additioAal Sl:lffl of & __________ te BO a,iplied ta IRe PureRase Price al IRe GlosiAg. tet ',o,liti'liA 6 i!usiness de','s after the eeAtiAgeAoies diso~1ssed iA peregre19"1 9.1 ta) througi'l ~R'li am eppFe..,ee or wai·;ee, Buyer sRall de13esit wilA Eserow I lelaer !Re ed!iilieAal suFA ef 6, _________ le be a,i131ied le the Purehase Price al the GlosiAg. fe,-If an AddilioAal Depesil is not reeei•;ed B'/ Esorow Halder witRin the tiFAe period 13ro•;ided t"1e1~ Seller R'lB)' Aotifj 81:J','er, [sere.; l-lolder, BAS Brol(ers, iA WFiliRg IAat UAless !Re AdditioAel De13esit is reeei'l•0d B',' Eserew I !older wilAiA 2 BUSiR0SS d8','S fsllowiAg said A0!iee, IA0 Escrow si'lall 13e deeffled leFffiineled wi!Aoul furli'ler Aetioe or iAstruetieAs. 4.3 Escrow Holder shall deposit the funds deposited with it by Buyer pursuant to paragraphs 4.1 and 4.2 (collectively the "Deposit"), in a State or Federally chartered bank iA BA iAleresl seofiAg account whose term is appropriate and consistent with the timing requirements of this transaction. The iAlorest ll~erefreFA ei'lall aeertie ta !Ao ileAefil of Bl:l','BF. wl:lo i'leFeb'f eol~Ae•Nledgos li'lal !here FAS',' ile penel!iee er iAlereet feFfeilures if 1"1e a,ii;ilioeille iAstruffieAt is redeeffled ,irier lo its s,ieoifiea ffialurity. Buyer's Federal Tax Identification Number is _________________ . NOTE: Such interest bearing account cannot be opened until Buyer's Federal Tax Identification Number is provided. 4:-4 ~lolwitRslandiAg IRe feFegoiAg, 'i'li!Rin 6 de.,.s afleF Escrow 1-lolder reeeivee li'le ffiBAies aeseril3ed iA paFagref!A 1.1 ailo¥e, Esorow I I elder sRall release 6,1 GO ef said FAeAies te Seller as eAd fer iAdopeAdoAt eeAsideratieR for Seller's' eiceoulioA ef ti'lie ,O.greeFAeAt oAd the groAliAg ef ti'le eeAliAgOl~O',' 11eriod le Bl:l'f0F as heroiA 11re'l1iaod. SueR ineer;ioAdeAI ooAsidera!ieA is A0A refundaale le Bu)'0F BUI oi'lall ile oredited lo 1"1e Purei'lese Price in tRe e,•enl !Rat !Ao pl:lrel~ase of tRe Prepei=t.,. is e0FAf!le!ed. 4.5 Upon waiver of all of Buyer's contingencies the Deposit shall become non-refundable but applicable to the Purchase Price except in the event of a Seller breach, or in the event that the Escrow is terminated pursuant to the provisions of Paragraph 9.1 (n) (Destruction, Damage or Loss) or 9.1 (o) (Material Change). 5. Financing Contingency. (Strike if not applicable) 5.1 This offer is contingent upon Buyer obtaining from an insurance company, financial institution or other lender. a commitment to lend to Buyer a sum equal to at least 90. 000 % of the Purchase Price, on tem1s acceptable to Buyer. Such loan ("New Loan") shall be secured by a first deed of trust or mortgage on the Property. If this Agreement provides for Seller to carry back junior financing, then Seller shall have the right to approve the terms of the New Loan. Seller shall have 7 days from receipt of the commitment setting forth the proposed terms of the New Loan to approve or disapprove of such proposed terms. If Seller fails to notify Escrow Holder, in writing, of the disapproval within said 7 days it shall be conclusively presumed that Seller has approved the terms of the New Loan. 5.2 If Buyer shall fail to notify its Broker, Escrow Holder and Seller, in writing within 60 days following the Date of Agreement, that the New Loan has not been obtained, it shall be conclusively presumed that Buyer has either obtained said New Loan or has waived this New Loan contingency. 5.3 If Buyer shall notify its Broker, Escrow Holder and Seller, in writing, within the time specified in paragraph 5.2 hereof, that Buyer has not obtained said New Loan, this Agreement shall be terminated, and Buyer shall be entitled to the prompt return of the Deposit. plus any interest earned thereon, less only Escrow Holder and Title Company cancellation fees and costs, which Buyer shall pay. &, Seller Fina11eiA!!I ~PUFOABSe MOAB',' ~lelej, f,Slrit,o .ifnat 8f3fJheeh!ei 6-:-4 If Seller appreves Bu','er's fineAeiels /see paragraph 6.6j t"1e PureReso MoAe, ~late si'loll pre~·ide ~or iAteresl OA UApoid ,ifiAei,iBI et !l=te ro~e sf -----% f!BF EIAAUAl, wi!l=t f;)FiAOifi)al BAtl iAterest 11aia OS fellows: ---------------------- (E INITIALS © 2019 AIR CRE. All Rights Reserved. PAGE 2 OF 11 INITIALS OFA-20.20, Revised 11-25-2019 Produced with zlpFom1@ by z1pLog1x 18070 Fifteen Mlle Raad. Fraser, Michigan 48026 111ww.zipLog1x.com 920 S fopeka Ave - DocuSign Envelope ID: E079C820-8141-4C76-AOBE-57EA98E8606C TAO Pl'.lrel:laoe Mel'tO;' ~Joie aRd Pl'.JFBA000 Moi,ey DeeEI ef Trl'.IOI SAOII 13e 81, IAO Gl'.IFFORI ferA19 OOFAFAORly l'.ISOd 13y Eserow I ieleer, 01'19 13e jt:1Ri0r 0R9 Sl'.180F9iRate eRI•; le IAe EicistiR§ Nole(sj 9R9,1er lhe !>lew LOSA m113ressl:r eallee fer 13y !his P,§FOOFAORt ~ TFte Pt:1rnAese Memey Nale aReler !he Pl:IFOFIBSe MeRey Deee sf Trt1st SFISII 89RIBiR 13re•;isieRS r0§9F9ifl!j IFIC fellewiR§ (see else f3!!F9§F8f3FI 19.3 (B,l: fat A--ci,a;•,·He,~t. Prinei13al FASY ae 13re13eiei in wRele or in 19erl al en 1; Hffte ,ii!FIBl'.11 19enally, al iFle e13tim't ef tl9e Bt:1yer. ~ Late Ghef'&le. A late OFISF§e ef sq(, SAOII i;e 13ayaale will9 res13eet le OR:( payR1eRI ef priRei13al, i11leresl, BF S!FleF el'tOF§eS, 11st n<taEle witl9iR 19 eays offer it is et:1e. fe, f>1:1e OR 8a,'e. IR !he e..,rn'tl !late Bt1yer sells er IFEmsfers title le !late Pre13erey or any por!ioR lhereef. U1eR !11c Seller 1=ne:r. at Seller's cplieR, reqt:1ire !Ae cR!ire t1npaie Bela Ree of oaie ~late lo BC poiei iR fi:111. e-:-3 If IFIC Pt1relatosc MeRey Dees of Trust is le BC SllBSFdiRale ts OIACF liROROiR§, Esersw 1-ioleer SAOII, at Bt1yer's C!!peRse J3FCPOFC 8R9 F099Fd CR Seller's BChalf a rOEIUCSt for Reliec of default Ol'IEl,'or sale wilA FC§OFei lo caeA FACrl§O§C BF eiccEI sf IFl:ISt le WAieA il '"'ill BC !!t119oreinolc. 6-:4 !J.'ARNINQ: G.O.LIFORNIJI, LNN 90E8 NOT .O.LLOW 9EFIGIENGY .Jbl9QEMENTS ON SELLER Fl~I.O.NGINQ. IF 81:JYER blbTIMATELY 9EFAblLTS ON Tl IE LOAN, SELLER'S SOLE REMEQY IS TO FORECLOSE ON TUE PROPERTY. M Seller's eali§alion le previeie f.inoReiR!:I io cenli1't§Cnl t113en 8cllcr'o reessRoi:lle 013pro~•al of Bt1yer's fiRansial ee11dilicA. Bl'.lyer le provide a et1rrer~t firmReial slalcFAOl'tl oRd ee13ics sf its Fcecrol la!( rclt1Fl'IS fer !late last <I years le Seller wilAiR 19 eiays fellewiRg the Dote ef /\§FCCFROAi. 8cllcr Aas 19 eoys fellowiR§ rceeif!! ef suelat eioeuFAeRtatieR le satisfy ileclf •,t/i!h re!tjere te Buyer's fiRaReiol eeRElilion BREI le Rotif;' Eserew 1-iclElcr as ts wl9ctl9er or Rot Bt1yer's liRoReiol eeReitisR is oeec13taalc. If 8cllcr fuils te Rotif>; Eserow 1-iolecr, iR writin§, of !late eiee1313re 1,al sf !Aie ceRliA§CRB'; withiA seiei liFAc 13eriee, it slatall 19c eeRslt1si•,el,1 prcst:1fftce tlatol Seller has 013provce Buyer's fiRancial cenElitioA. If Seller is not satisfies witl9 Bt1,1er's finoReial eeReiitieR er if Buyer fuils lo dcli•,•cr tlate rceiuircel dect1fftCAlatie1~ !Ren 8ellcr FAS',' Rstif>,1 Eeersw l,sleer in Vtl!'i!iR§ tlatat 8cllcr FiRe11eiR§ will Rel sc ovailoBle, and Bt1ycr el,ell ho11e the e13!isn, wilhiA 18 days of !Re reoeipt of suelat Reliee, le eitl9er tcrr11iRotc llatis .raRsoetieA er to f!UFOAese 11:m Pr013erly wi!Roul 8eller liABAOiRg. If Bct)'OF fails le Ratify Eserev.1 I le\e!cr wi'thiA eaiel liFRe 13eriee! ef its elcetieA le terFAina!c this !FBRSBcliSl'I lhCR Bt:1yer SABI! BO ceRelusi11cly pFCStlfftee Is AB'v'e elcetee ls 13t1relateoe the Prc13crly will9eu! 8eller fiA91'19iR§. If Bt1yer clceto le lerFRiAelc. Bl'.lycr's De13esit sf:loll 19c reftlAElce less Title GeFAfli!!R'I oAd Eserew 1-iolecr eaneellatisR fees oREl ses!s, all ef wlatieA slatell 19c Bl'.lycr's sbli§etion. 7. Real Estate Brokers. 7.1 Each Party acknowledges receiving a Disclosure Regarding Rea! Estate Agency Relationship, confirms and consents to the following agency relationships in this transaction with the following real estate brokers (''Brokcr(s)") and/or their agents ("Agent(s)"): Seller's Brokerage Firm =-KW:.:..:....~C~o=mm=ecccr=c=i-=a-=l'------------------------------------- License No, 01841795 Is the broker of (check one): 00 the Seller; or D both the Buyer and Seller (dual agent). Seller's Agent Kevin Land License No.01516541 Agent and the Seller's Agent (dual agent). Is (check one):00 the Seller's Agent (salesperson or broker associate): or D both the Buyer's Agent Buyer's Brokerage Firm =.KW:.:..:......,C::..,oc=mm=e=-r=-c=i-=a=l'------------------------------------- License No. 018864461 Is the broker of (check one): 00 the Buyer: or D both the Buyer and Seller (dual agent). Buyer's Agent Jared Ennis License No, 01945284 Is (check one):0 the Buyer's Agent (salesperson or broker associate); or 00 both the Buyer's Agent Agent and the Seller's Agent (dual agent). The Parties acknowledge that other than the Brokers and Agents listed above, there arc no other brokers and agents representing the Parties or due any fees and/or commissions under this Agreement. Buyer shall use the services of Buyer's Broker exclusively in connection with any and all negotiations and offers with respect to the Property for a period of 1 year from the date inserted for reference purposes at the top of page 1. 7.2 Buyer and Seller each represent and warrant to the other that he/she/it has had no dealings with any person, firm, broker, agent or finder in connection with the negotiation of this Agreement and/or the consummation of the purchase and sale contemplated herein, other than the Brokers and Agents named in paragraph 7.1, and no broker, agent or other person, firm or entity, other than said Brokers and Agents is/are entitled to any commission or finder's fee in connection with this transaction as the result of any dealings or acts of such Party. Buyer and Seller do each hereby agree to indemnify, defend, protect and hold the other harmless from and against any costs, expenses or liability for compensation, commission or charges which may be claimed by any broker, agent, finder or other similar party, other than said named Brokers and Agents by reason of any dealings or act of the indemnifying Party. 8. Escrow and Closing. 8.1 Upon acceptance hereof by Seller, this Agreement, including any counteroffers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer and Seller. but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions. In the event that there is any conflict between the provisions of the Agreement and the provisions of any additional escrow instructions the provisions of the Agreement shall prevail as to the Parties and the Escrow Holder. 8.2 As soon as practical after the receipt of this Agreement and any relevant counteroffers, Escrow Holder shall ascertain the Date of Agreement as defined in paragraphs 1.2 and 20.2 and advise the Parties and Brokers, in writing, of the date ascertained. 8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and practice of the community in which Escrow Holder is located, including any reporting requirements of the Internal Revenue Code. In the event of a conflict between the law of the slate where the Property is located and the law of the state where the Escrow Holder is located, the law of the state where the Property is located shall prevail. 8.4 Subject to satisfaction of the contingencies herein described, Escrow Holder shall close this escrow (the "Closing") by recording a gen~gl warranty deed (a grant deed in California) and the other documents required to be recorded, and by disbursing the funds and docu~ints n t'.[,ordance with this Agreement. G~ INITIALS © 2019 AIR CRE. All Rights Reserved. PAGE30F11 ~ INITIALS OFA-20.20, Revised 11-25-2019 920 S Topeka Ave - DocuSign Envelope ID: E079C820-8141-4C76-A0BE-57EA98E86D6C 8.5 Buyer and Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer taxes. Seller shall pay the premium for a standard coverage owner's or joint protection policy of title insurance. (See also paragraph 11) 8.6 Escrow Holder shall verify that all of Buyer's contingencies have been satisfied or waived prior to Closing. The matters contained in paragraphs 9.1 subparagraphs (b), (c), (d), (e), (g), (i), (n), and (o), 9.4. 9.5, 12, 13, 14, 16, 18, 20, 21, 22, and 24 are, however, matters of agreement between the Parties only and are not instructions to Escrow Holder. 8.7 If this transaction is terminated for non-satisfaction and l'left-W!iiver of a Buyer's Contingency, as defined in paragraph 9.2 or disapproval of any other matter subject to Buyer's approval, then neither of the Parties shall thereafter have any liability to the other under this Agreement. except to the extent of a breach of any affirmative covenant or warranty in this Agreement. In the event of such termination, Buyer shall, subject to the provisions of paragraph 8.10, be promptly refunded all funds deposited by Buyer with Escrow Holder, less only the $100 provided for in paragraph 4.4 and the Title Company and Escrow Holder cancellation fees and costs, all of which shall be Buyer's obligation. If this transaction is terminated as a result of Seller's breach of this Agreement then Seller shall pay the Title Company and Escrow Holder cancellation fees and costs. 8.8 The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow is in condition for Closing; provided, however, that if the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual instructions of the Parties, a Party not then in default under this Agreement may notify the other Party, Escrow Holder, and Brokers, in writing that unless the Closing occurs within 5 business days following said notice, the Escrow shall be deemed terminated without further notice or instructions. 8.9 Except as otherwise provided herein, the termination of Escrow shall not relieve or release either Party from any obligation to pay Escrow Holder's fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, agreements, covenants or warranties contained therein. 8.10 If this Escrow is termination for any reason other than Seller's breach or default, then as a condition to the return of Buyer's deposit, Buyer shall within 5 days after written request deliver to Seller. at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans. feasibility studies and other similar items prepared by or for Buyer that pertain to the Property. 9. Contingencies to Closing. 9.1 The Closing of this transaction is contingent upon the satisfaction or waiver of the following contingencies. IF BUYER FAILS TO NOTIFY ESCROW HOLDER, IN WRITING, OF THE DISAPPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN, IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS APPROVED SUCH ITEM, MATTER OR DOCUMENT. Buyer's conditional approval shall constitute disapproval, unless provision is made by the Seller within the time specified therefore by the Buyer in such conditional approval or by this Agreement, whichever is later, for the satisfaction of the condition imposed by the Buyer. Escrow Holder shall promptly provide all Parties with copies of any written disapproval or conditional approval which it receives. With regard to subparagraphs (a) through (m) the pre-printed time periods shall control unless a different number of days is inserted in the spaces provided. (a) Disclosure. Seller shall make to Buyer, through Escrow, all of the applicable disclosures required by law (See AIR Commercial Real Estate Association ("AIR") standard form entitled "Seller's Mandatory Disclosure Statement") and provide Buyer with a completed Property Information Sheet ("Property Information Sheet") concerning the Property, duly executed by or on behalf of Seller in the current form or equivalent to that published by the AIR within 49-ef 10 days following the Date of Agreement Buyer has 1 0 days from the receipt of said disclosures to approve or disapprove the matters disclosed. (b) Physical Inspection. Buyer has ~ 30 days following !Ro reeoip! ef !Ro Preperly lnferA1atien Slleel er the Date of Agreement, wllielle>i1er is laler, to satisfy itself with regard to the physical aspects and size of the Property. (c) Hazardous Substance Conditions Report. Buyer has~ ~ days following Ille reeeip! ef Ille PrepeFF)• lnfflrA1atien ~ the Date of Agreement. 'ti/Rielle.,,or ie leler, to satisfy itself with regard to the environmental aspects of the Property. Seller recommends that Buyer obtain a Hazardous Substance Conditions Report concerning the Property and relevant adjoining properties. Any such report shall be paid for by Buyer. A "Hazardous Substance" for purposes of this Agreement is defined as any substance whose nature and/or quantity of existence, use, manufacture, disposal or effect, render it subject to Federal, state or local regulation. investigation, remediation or removal as potentially injurious to public health or welfare. A "Hazardous Substance Condition" for purposes of this Agreement is defined as the existence on, under or relevantly adjacent to the Property of a Hazardous Substance that would require remediation and/or removal under applicable Federal. state or local law. (d) Soil Inspection. Buyer has~ 30 days following the receipt of Ille Preperly lnforA1alieA Sileo! er the Date of Agreement, whielle,;er is laler, to satisfy itself with regard to the condition of the soils on the Property. Seller recommends that Buyer obtain a soil lest report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any soils report that Seller may have within 1 0 days of the Date of Agreement. (e) Governmental Approvals. Buyer has~ ~ days following the Date of Agreement to satisfy itself with regard to approvals and permits from governmental agencies or departments which have or may have jurisdiction over the Property and which Buyer deems necessary or desirable in connection with its intended use of the Property, including, but not limited to, permits and approvals required with respect lo zoning, planning, building and safety, fire, police, handicapped and Americans with Disabilities Act requirements, transportation and environmental matters. (f) Conditions of Title. Escrow Holder shall cause a current commitment for title insurance ("Title Commitment") concerning the Property issued by the Title Company, as well as legible copies of all documents referred to in the Title Commitment ("Underlying Documents"), and a scaled and dimensioned plot showing the location of any easements to be delivered to Buyer within~ ~ days following t11e Date of Agreement. Buyer has 1 0 days from the receipt of the Title Commitment, the Underlying Documents and the plot plan to satisfy itself with regard to the condition of title. The disapproval by Buyer of any monetary encumbrance, which by the terms of this Agreement is not to remain against the Property after the Closing, shall not be considered a failure of this contingency, as Seller shall have the obligation, al Seller's expense, lo satisfy and remove such disapproved monetary encumbrance at or before the Closing. (g) Survey. Buyer has ~ ~ days following the receipt of the Title Commitment and Underlying Documents to satisfy 1tself~ilh regard to any ALTA title supplement based upon a survey prepared to American Land Title Association ("ALTA") standardsJgr an ill-PAGE40F11 ~ INITIALS © 2019 AIR CRE. All Rights Reserved. F'roduced witr, zipForm® by ziplogix 18070 F~teen Mile Road, Fraser, Michigan 48026 INITIALS OFA-20.20, Revised 11-25-2019 920 S Topeka Ave - DocuSign Envelope ID: E079C820-8141-4C76-AOBE-57EA98E8606C owner's policy by a licensed surveyor, showing the legal description and boundary lines of the Property, any easements of record, and any improvements, poles, structures and things located within 10 feet of either side of the Property boundary lines. Any such survey shall be prepared at Buyer's direction and expense. If Buyer has obtained a survey and approved the ALT A title supplement, Buyer may elect within the period allowed for Buyer's approval of a survey to have an AL TA extended coverage owner's form of title policy, in which event Buyer shall pay any additional premium attributable thereto. f"'1 f;J,,faliR§ &eaeea ami 7=eRBRef effiteFReRta. Seller ef:ta!I witAiA 1 O er ___ days felle,>'iA§ tf:te Dale er AgreeFAeAI 13ro¥ide Belf:t Bu)1er aAd Eserew I lelEler witA le§iBle ee13iee or oil leooes, suBleases er reA!al arraA§OFAen!s /eelleeti'.,el)', "E11istiR!J beases") affeetiR§ tf:te Pre130Fl'/, anEI witA a tenanev elaleFAenl ("Esto1111el CeFtiJieate") in tf:te latest ferFA er e11ui¥alent le tAat J3UBIisf:ted B~' tAe /\IR, eimeuted i!y Seller aAEl,'er oas"1 tORQAt EIA8 O~IBtenaAt of !AO Pro130Fty, Seller sf:tall use its BOS! e!a!erts le AaYO eaoA tenaAI seFRpleto ar,d 0Jl88Ul8 QI'! Esteppel Gertifieale. If BA',' leAaAl foils er refi:Jses le 13re¥ide an Eole1313el Gertifieaie iAeA Seller of:tall eeFA13lele and elleeute 01'! Estep,:iel Gertifieate fer lAat ienane','. Bu','er Aas i O Ela','e freFR !Ae reseipt ef said Eieisling Leases 01'!8 Eete,:ipel Gertifieates to satisfy itself wilA regar8 te tf:te Euisting Leases and 81'1)' e!Aer !eAaney issues. tit Ov,'Rer'e AeeeeiatieR. Seller 0"1011 wilf:tin 113 er --1Q,__ days fellewiA§ !he Date ef /l,greeFAenl ,:irs11ise Bu,,er witl'I a stateFAent end !Femsfer ,:,ael1a§e frefft BA',' ss,ner's asseeia!ien sef'llliein§ tAe Pre13er!1. Sueh transfer 13aelm!!e of:tall at a FAinifflUfft ineluae: ee,:iieo ef the asseeiatien's l,~ila•nis, ariiales ef ineer13eralien, eurrent 131:1El!!e! ans finanaial stateFRent. Bu','er Aas 1 Q 88','5 freFA the resei,:it ef susA eeauFRenls le satisfy itself wit"1 FO§ard le the assaeiatien. U) Other Agreements. Seller shall within 40-ef __1Q__ days following the Date of Agreement provide Buyer with legible copies of all other agreements ("Other Agreements") known to Seller that will affect the Property after Closing. Buyer has 10 days from the receipt of said Other Agreements to satisfy itself with regard to such Agreements. (k) Financing If paragraph 5 hereof dealing with a financing contingency has not been stricken, the satisfaction or waiver of such New Loan contingency. tit f5ld-5b¥'1§ A.1efe5. If 13ara§ra,:i"1 a.1 (e) has net Been striel1en, Seller eAall wilAin 1 Q er __1Q__ says fellewin§ lhe Date ef f',!!reeFAeAt 13re11ide Bu·,;er will~ le§isle ee13iee sf tAe El!isiin!! PJeles, Euisting Deeeis ef Trust anEI relaled agreeFAen!o (eelleeti>,ely, "bean QeottlMeRts") le wAieA !Ae Pra13ert.,, will reFAein Ol:IBjeet af:ler tAe Giesing. Esera .. l-lelder sf:tall 13raFA13tly reeiuesl freFA lAe f:telders er the Eliisling Plates a eenefieia~• stateFAen! ("Be11eJi11io~· 6tole1MeRt") eenfiFFAin!!: (1) lf:te aFAew~t ef!Ae uI~,:iaie ,:irinei13al Bela11ee, tl'le eurrent i1'llerest rate, and !l'le date le i\1Aief:t iAterest is ,:iaiei, and (2) !Re nature ans aFAeunt ef an·; iFA,:ieu11eio Reis a,· tAe eenefieim,1 in eenneetien ·,,;itl'l s1:1eh lean. 81:f;er Aas ~ __1Q__ BB';S fellewir,g !Ae reeeipt ef !Ae LeaA DeeuFAents e1~ei Benefieiary StateFRe1'1ls to satisf,1 itself with re§ard le sueA fi,~aneing. Bu','er's ei!li!)a!ien ts eleee is eonditieneEI upen Bu','er i!eiA!! ai!le le puref:tase !Ae Pra,:ierty wilReut aeeeleralien er ef:tange in tf:te terFAs ef any EJEislin!! ~Jatos er ef:tar!jeG te Bu,.er e11sepl as et"1erwise 13re.,,iEled in tAis ,o,§reeFRent er appre1,1e8 e·y Buyer, preYieieEI, Ae•Ne•,•er, Bu','er sf:tall ,:iay tAe transfer fee referree le i1~ flaFB§fa~h 3.2 f:tereef. Ulee,11ise if Seller is le earpt baelt a Puref:tase Me11e·y Plele !AeA Seller of:tall witAin 113 er __1Q__ aa;,e, fellewin§ IAe Date ef /\gree1'f!ent prsviee Buyer with a ee,:iy ef tAe prepeeed Purehase Mane',' ~late an8 P1:1reAase Money Deed of Trust. Buyer has ~ __1Q__ days from the receipt of such documents to satisfy itself with regard to the form and content thereof. (m) Personal Property. In the event that any personal property is included in the Purchase Price, Buyer has 10 or _l_Q__ ~ following the Date of Agreement to satisfy itself with regard to the title condition of such personal property. Seller recommends that Buyer obtain a UCC-1 report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any liens or encumbrances affecting such personal property that it is aware of within 10 or __1Q__ days following the Date of Agreement. (n) Destruction, Damage or Loss. Subsequent to the Date of Agreement and prior to Closing there shall not have occurred a destruction, or damage or loss to, the Property or any portion thereof, from any cause whatsoever, which would cost more than $10.000.00 to repair or cure. If the cost of repair or cure is $10,000.00 or less, Seller shall repair or cure the loss prior to the Closing. Buyer shall have the option, within 10 days after receipt of written notice of a loss costing more than $10,000.00 to repair or cure, to either terminate this Agreement or to purchase the Property notwithstanding such loss, but without deduction or offset against the Purchase Price. If the cost to repair or cure is more than $10,000.00, and Buyer does not elect to terminate this Agreement, Buyer shall be entitled to any insurance proceeds applicable to such loss. Unless otherwise notified in writing, Escrow Holder shall assume no such destruction, damage or loss has occurred prior to Closing. (o) Material Change. Buyer shall have 10 days following receipt of written notice of a Material Change within which to satisfy itself with regard to such change. "Material Change" shall mean a substantial adverse change in the use, occupancy, tenants. title. or condition of the Property that occurs after the date of this offer and prior to the Closing. Unless otherwise notified in writing, Escrow Holder shall assume that no Material Change has occurred prior to the Closing. (p) Seller Performance. The delivery of all documents and the due performance by Seller of each and every undertaking and agreement to be performed by Seller under this Agreement. (q) Brokerage Fee. Payment at the Closing of such brokerage fee as is specified in this Agreement or later written instructions to Escrow Holder executed by Seller and Brokers ("Brokerage Fee"). It is agreed by the Parties and Escrow Holder that Brokers are a third party beneficiary of this Agreement insofar as the Brokerage Fee is concerned, and that no change shall be made with respect to the payment of the Brokerage Fee specified in this Agreement. without the written consent of Brokers. 9.2 All of the contingencies specified in subparagraphs (a) through (m) of paragraph 9.1 are for the benefit of, and may be waived by, Buyer, and may be elsewhere herein referred to as "Buyer's Contingencies." 9.3 If any of Buyer's Contingencies or any other matter subject to Buyer's approval is disapproved as provided for herein in a timely manner ("Disapproved Item"), Seller shall have the right within 1 O days following the receipt of notice of Buyer's disapproval to elect to cure such Disapproved Item prior to the Expected Closing Date ("Seller's Election"). Seller's failure to give to Buyer within such period, written notice of Seller's commitment to cure such Disapproved Item on or before the Expected Closing Date shall be conclusively presumed to be Seller's Election not to cure such Disapproved Item. If Seller elects, either by written notice or failure to give written notice. not to cure a Disapproved Item, Buyer shall have the right, within 10 days after Seller's Election to either accept title to the Property subject to such Disapproved Item, or to terminate this Agreement. Buyer's failure to notify Seller in writing of Buyer's election to accept title to the Property subject to the Disapproved Item without deduction or offset shall constitute Buyer's election to terminate this Agreement. Unless expressly provided otherwise herein, Seller's right to cure shall not apply to the remediation of Hazardous Substance Conditions or to the Financing Contingency. Unless the Parties mutually instruct othe~ise, if the time periods for the satisfaction of contingencies or for Seller's and Buyer's elections would expire on a date after the Ex 1,~ted Piifg Date, the Expected Closing Date shall be deemed extended for 3 business days following the expiration of: (a) the applicable c 1ti7;,e;;,cy ~ PAGE5OF11 INITIALS © 2019 AIR CRE. All Rights Reserved. INITIALS OFA-20.20, Revised 11-25-2019 Produced with z1pForm~J by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 i,vww.ziologr:(,COnl 920 S Topeka Ave - DocuSign Envelope ID E079C820-8141-4C76-A0BE-57EA98E86O6C period(s), (b) the period within which the Seller may elect to cure the Disapproved Item. or (c) if Seller elects not to cure, the period within which Buyer may elect to proceed with this transaction, whichever is later. 9A The Parties acknowledge that extensive local, state and Federal legislation establish broad liability upon owners and/or users of real property for the investigation and remediation of Hazardous Substances. The determination of the existence of a Hazardous Substance Condition and the evaluation of the impact of suct1 a condition are highly technical and beyond the expertise of Brokers. The Parties acknowledge that they have been advised by Brokers to consult their own technical and legal experts with respect to the possible presence of Hazardous Substances on the Property or adjoining properties, and Buyer and Seller are not relying upon any investigation by or statement of Brokers with respect thereto. The Parties hereby assume all responsibility for the impact of such Hazardous Substances upon their respective interests herein. 10. Documents Required at or Before Closing: 10. 1 Five days prior to the Closing date Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company and provide copies thereof to each of the Parties. 10.2 Seller shall deliver to Escrow Holder in time for delivery to Buyer at the Closing: (a) Grant or general warranty deed. duly executed and in recordable form, conveying fee title to the Property to Buyer. (bl If applicable, the Beneficiary Statements concerning Existing Note(s). (c) If applicable, the Existing Leases and Other Agreements together with duly executed assignments thereof by Seller and Buyer. The assignment of Existing Leases shall be on the most recent Assignment and Assumption of Lessor's Interest in Lease form published by the AIR or its equivalent. (d) An affidavit executed by Seller to the effect that Seller is not a "foreign person" within the meaning of Internal Revenue Code Section 1445 or successor statutes. If Seller does not provide such affidavit in form reasonably satisfactory to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Internal Revenue Service such sum as is required by applicable Federal law with respect to purchases from foreign sellers. (e) If the Property is located in California, an affidavit executed by Seller to the effect that Seller is not a "nonresident" within the meaning of California Revenue and Tax Code Section 18662 or successor statutes. If Seller does not provide such affidavit in form reasonably satisfactory to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such sum as is required by such statute. (g\f)lf applicable, a bill of sale, duly executed, conveying title to any included personal property to Buyer. (g) If the Seller is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the sale of the Property. 10.3 Buyer shall deliver to Seller through Escrow: (a) The cash portion of the Purchase Price and such additional sums as are required of Buyer under this Agreement shall be deposited by Buyer with Escrow Holder, by federal funds wire transfer. or any other method acceptable to Escrow Holder in immediately collectable funds. no later than 2:00 P,M. on the business day prior to the Expected Closing Date provided, however, that Buyer shall not be required to deposit such monies into Escrow if at the time set for the deposit of such monies Seller is in default or has indicated that it will not perform any of its obligations hereunder. Instead, in such circumstances in order to reserve its rights to proceed Buyer need only provide Escrow with evidence establishing that the required monies were available. (b) If a Purchase Money Note and Purchase Money Deed of Trust are called for by this Agreement, the duly executed originals of those documents, the Purchase Money Deed of Trust being in recordable form. together with evidence of fire insurance on the improvements in the amount of the full replacement cost naming Seller as a mortgage loss payee, and a real estate tax service contract (at Buyer's expense), assuring Seller of notice of the status of payment of real property taxes during the life of the Purchase Money Note. Buyer. (c) The Assignment and Assumption of Lessor's Interest in Lease form specified in paragraph 10.2(c) above, duly executed by (d) Assumptions duly executed by Buyer of the obligations of Seller that accrue after Closing under any Other Agreements. (e) If applicable, a written assumption duly executed by Buyer of the loan documents with respect to Existing Notes. (f) If the Buyer is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the purchase of the Property. 10.4 At Closing, Escrow Holder shall cause to be issued to Buyer a standard coverage (or AL TA extended, if elected pursuant to 9.1 (g)) owner's form policy of Mle insurance effective as of the Closing. issued by the Title Company in the full amount of the Purchase Price, insuring title to the Property vested in Buyer, subject only to the exceptions approved by Buyer. In the event there is a Purchase Money Deed of Trust in this transaction, the policy of title insurance shall be a joint protection policy insuring both Buyer and Seller. IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING. 11. Prorations and Adjustments. 11.1 Taxes. Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the Closing, based upon the latest tax bill available. The Parties agree to prorate as of the Closing any taxes assessed against the Property by supplemental bill levied by reason of events occurring prior to the Closing. Payment of the prorated amount shall be made promptly in cash upon receipt of a copy of any supplemental bill. 11.2 Insurance. WARNING: Any insurance which Seller may have maintained will terminate on the Closing. Buyer is advised to obtain appropriate insurance to cover the Property. 11.3 Rentals, interest and Expenses. Scheduled rentals, interest on Existing Notes, utilities, and operating expenses shall be prorated as of the date of Closing. The Parties agree to promptly adjust between themselves outside of Escrow any rents received after the Closing. 11.4 Secunty Deposit Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Clos1n~ ~ PAGE 6 OF 11 [dt: INITIALS © 2019 AIR CRE. All Rights Reserved. INITIALS OFA-20.20, Revised 11-25-2019 Produced wtth z1pForm<e1 by ziplogix 18070 Frfteen Mile Road. Fraser. t,,,1!ch1gan 48026 wyw1.z1plgg1x.com 920 S Topeka Ave - DocuSign Envelope ID: E079C820-8141-4C76-A0BE-57EA98E86O6C 11.5 Post Closing Matters. Any item to be prorated that is not determined or determinable at the Closing shall be promptly adjusted by the Parties by appropriate cash payment outside of the Escrow when the amount due is determined. 11.6 Variations in Existing Note Balances. In the event that Buyer is purchasing the Property subject to an Existing Deed of Trust(s). and in the event that a Beneficiary Statement as to the applicable Existing Note(s) discloses that the unpaid principal balance of such Existing Note(s) at the closing will be more or less than the amount set forth in paragraph 3.1 (c) hereof ("Existing Note Variation"), then the Purchase Money Note(s) shall be reduced or increased by an amount equal to such Existing Note Variation. If there is to be no Purchase Money Note, the cash required at the Closing per paragraph 3. 1 (a) shall be reduced or increased by the amount of such Existing Note Variation. 11.7 Variations in New Loan Balance. In the event Buyer is obtaining a New Loan and the amount ultimately obtained exceeds the amount set forth in paragraph 5.1, then the amount of the Purchase Money Note, if any, shall be reduced by the amount of such excess. 11.8 Owner's Association Fees. Escrow Holder shall: (i) bring Seller's account with the association current and pay any delinquencies or transfer fees from Seller's proceeds, and (ii) pay any up front fees required by the association from Buyer's funds. 12. Representations and Warranties of Seller and Disclaimers. 12.1 Seller's warranties and representations shall survive the Closing and delivery of the deed for a period of 3 years, and any lawsuit or action based upon them must be commenced within such time period. Seller's warranties and representations are true, material and relied upon by Buyer and Brokers in all respects. Seller hereby makes the following warranties and representations to Buyer and Brokers: (a) Authority of Seller. Seller is the owner of the Property and/or has the full right, power and authority to sell, convey and transfer the Property to Buyer as provided herein, and to perform Seller's obligations hereunder. (b) Maintenance During Escrow and Equipment Condition At Closing. Except as otherwise provided in paragraph 9.1 (n) hereof, Seller shall maintain the Property until the Closing in its present condition, ordinary wear and tear excepted. (c) Hazardous Substances/Storage Tanks. Seller has no knowledge, except as otherwise disclosed to Buyer in writing, of the existence or prior existence on the Property of any Hazardous Substance, nor of the existence or prior existence of any above or below ground storage tank. (d) Compliance. Except as otherwise disclosed in writing, Seller has no knowledge of any aspect or condition of the Property which violates applicable laws. rules. regulations, codes or covenants, conditions or restrictions, or of improvements or alterations made to the Property without a permit where one was required, or of any unfulfilled order or directive of any applicable governmental agency or casualty insurance company requiring any investigation. remediation, repair, maintenance or improvement be performed on the Property. (e) Changes in Agreements. Prior to the Closing, Seller will not violate or modify any Existing Lease or Other Agreement, or create any new leases or other agreements affecting the Property, without Buyer's written approval, which approval will not be unreasonably withheld. (f) Possessory Rights. Seller has no knowledge that anyone will. at the Closing. have any right to possession of the Property. except as disclosed by this Agreement or otherwise in writing to Buyer. (g) Mechanics' Liens. There are no unsatisfied mechanics' or materialmens' lien rights concerning the Property. (h) Actions. Suits or Proceedings. Seller has no knowledge of any actions. suits or proceedings pending or threatened before any commission, board, bureau, agency, arbitrator. court or tribunal that would affect the Property or the right to occupy or utilize same. (i) Notice of Changes. Seller will promptly notify Buyer and Brokers in writing of any Material Change (see paragraph 9.1 (o)) affecting the Property that becomes known to Seller prior to the Closing. u) No Tenant Bankruptcy Proceedings. Seller has no notice or knowledge that any tenant of the Property is the subject of a bankruptcy or insolvency proceeding. (k) No Seller Bankruptcy Proceedings. Seller is not the subject of a bankruptcy, insolvency or probate proceeding. (I) Personal Property. Seller has no knowledge that anyone will, at the Closing. have any right to possession of any personal property included in the Purchase Price nor knowledge of any liens or encumbrances affecting such personal property, except as disclosed by this Agreement or otherwise in writing to Buyer. 12.2 Buyer hereby acknowledges that, except as otherwise stated in this Agreement, Buyer is purchasing the Property in its existing condition and will, by the time called for herein. make or have waived all inspections of the Property Buyer believes are necessary to protect its own interest in. and its contemplated use of, the Property. The Parties acknowledge that except as otherwise stated in this Agreement, no representations, inducements. promises, agreements, assurances, oral or written, concerning the Property. or any aspect of the occupational safety and health laws, Hazardous Substance laws, or any other act. ordinance or law, have been made by either Party or Brokers, or relied upon by either Party hereto. 12.3 In the event that Buyer learns that a Seller representation or warranty might be untrue prior to the Closing, and Buyer elects to purchase the Property anyway then, and in that event, Buyer waives any right that it may have to bring an action or proceeding against Seller or Brokers regarding said representation or warranty. 12.4 Any environmental reports. soil reports, surveys, and other similar documents wllich were prepared by third party consultants and provided to Buyer by Sel!er or Seller's representatives, have been delivered as an accommodation to Buyer and without any representation or warranty as to the sufficiency, accuracy, completeness. and/or validity of said documents, all of which Buyer relies on at its own risk. Seller believes said documents to be accurate, but Buyer is advised to retain appropriate consultants to review said documents and investigate the Property. 13. Possession. Possession of the Property shall be given to Buyer at the Closing subject to the rights of tenants under Existing Leases. 14. Buyer's Entry. At any time during the Escrow period, Buyer, and its agents and representatives, shall have the right at reasonable times and subject to rights of tenants, to enter upon the Property for the purpose of making inspections and tests specified in this Agreement. No destructive testing shall be conducted, however, without Seller's prior approval which shall not be unreasonably withheld. Following any such entry or work, unless otherwise directed in writing by Seller, Buyer shall return the Property to the condition ii was in prior to such entry or work, including the recompaction or [F' of aoy dlsrnpled soil 01 maleclal as Selle, may ~asooabfy dlceci. AJI sod, lospeciioos aed lesls aed aey <rthec ~ck roG 01 PAGE 7 OF 11 INITIALS © 2019 AIR CRE. All Rights Reserved. INITIALS OFA-20.20, Revised 11-25-2019 Produced with zipFom1\B) by zipl.og1:< 18070 Fifteen Mile Road, Fraser, M:chigan 48026 v,.,-ww.zipLogtx,com 921! S Topeka Ave - DocuSign Envelope ID: E079C820-8141-4C76-A0BE-57EA98E86D6C materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and when due and Buyer shall indemnify, defend, protect and hold harmless Seller and the Property of and from any and all claims, liabilities, losses, expenses (including reasonable attorneys' fees), damages, including those for injury to person or property, arising out of or relating to any such work or materials or the acts or omissions of Buyer, its agents or employees in connection therewith, 15. Further Documents and Assurances. The Parties shall each, diligently and in good faith, undertake all actions and procedures reasonably required to place the Escrow in condition for Closing as and when required by this Agreement The Parties agree to provide all further information, and to execute and deliver all further documents, reasonably required by Escrow Holder or the Title Company, 16. Attorneys' Fees. If any Party or Broker brings an action or proceeding (including arbitration) involving the Property whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees and costs, Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred, 17. Prior Agreements/Amendments. 17 .1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property. 17 ,2 Amendments lo this Agreement are effective only if made in writing and executed by Buyer and Seller, 18. Broker's Rights. 18, 1 If this sale is not consummated due to the default of either the Buyer or Seller, the defaulting Party shall be liable to and shall pay to Brokers the Brokerage Fee that Brokers would have received had the sale been consummated. If Buyer is the defaulting party, payment of said Brokerage Fee is in addition to any obligation with respect to liquidated or other damages. 18.2 Upon the Closing, Brokers are authorized to publicize the facts of this transaction, 19. Notices. 19.1 Whenever any Party, Escrow Holder or Brokers herein shall desire to give or serve any notice, demand, request, approval. disapproval or other communication, each such communication shall be in writing and shall be delivered personally, by messenger or by mail. postage prepaid, to the address set forth in this Agreement or by facsimile transmission, electronic signature, digital signature, or email. 19,2 Service of any such communication shall be deemed made on the date of actual receipt if personally delivered, or transmitted by facsimile transmission, electronic signature, digital signature, or email. Any such communication sent by regular mail shall be deemed given 48 hours after the same is mailed, Communications sent by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed delivered 24 hours after delivery of the same to the Postal Service or courier. If such communication is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. 19.3 Any Party or Broker hereto may from time to time, by notice in writing, designate a different address to which, or a different person or additional persons to whom, all communications are thereafter to be made, 20. Duration of Offer. 20.1 If this offer is not accepted by Seller on or before 5:00 P,M, according to the time standard applicable to the city of Fresno CA onthedateof October 16, 2020 ii shall be deemed automatically revoked. 20,2 The acceptance of this offer, or of any subsequent counteroffer hereto, that creates an agreement between the Parties as described in paragraph 1.2. shall be deemed made upon delivery to the other Party or either Broker herein of a duly executed writing unconditionally accepting the last outstanding offer or counteroffer, 21. LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if initialed by both Parties). THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF $10,000.00 . UPON P OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER,, -AN-B--,~H;&6.R{;l-wt-G-811{1foi&l:AH-'3~FEl;;&--AN.g....:H;i:i6E;,-G,ti;.ai;~l-¥--GHARGE~H+,itdd::-81~1AM3-El-¥--SEll,.-ld;.R 22. ARBITRATION OF DISPUTES. (This Arbitration of Disputes paragraph is applicable only if initialed by both Parties) 22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THE LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF DEPOSIT MONEY, SHALL BE DETERMINED BY BINDING ARBITRATION BY, AND UNDER THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION ("COMMERCIAL RULES"), ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED, THE NUMBER OF ARBITRATORS SHALL BE AS PROVIDED IN THE COMMERCIAL RULES AND EACH SUCH ARBITRATOR SHALL BE AN IMPARTIAL REAL ESTATE BROKER WITH AT LEAST 5 YEARS OF FULL TIME EXPERIENCE IN BOTH THE AREA WHERE THE PROPERTY IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT THE ARBITRATOR OR ARBITRATORS SHALL BE APPOINTED UNDER THE COMMERCIAL RULES AND SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW, THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO, AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION 11,i [E ~ PAGESOF11 INITIALS © 2019 AIR CRE. All Rights Reserved. INITIALS OFA-20.20, Revised 11-25-2019 Produced with zipForm@ by zipLog1x 18070 ~=-ifteen Mile Road. Fraser, Michigan 48026 v-tww.zipl..ogix.com 920 S Topeka Ave - DocuSign Envelope ID: E079C820-8141-4C76-A0BE-57EA98E86D6C HEARING. PRE-ARBITRATION DISCOVERY SHALL BE PEFMITTED IN ACCORDANCE WITH THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE AWARD SHALL BE RENDERED WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING, AND MAY INCLUDE ATTORNEYS' FEES AND COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF. JUDGMENT MAY BE ENTERED ON THE AWARD IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT. 22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN WHICH EVENT SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE. 22.3 NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FO~NG AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVlr'.::'.'O NEUTRAL ARBITRATION Li Buyer Initials · als 23. Miscellaneous. 23.1 Binding Effect. This Agreement shall be binding on the Parties without regard to whether or not paragraphs 21 and 22 are initialed by both of the Parties. Paragraphs 21 and 22 are each incorporated into this Agreement only if initialed by both Parties at the time that the Agreement is executed. Signatures to this Agreement accomplished by means of electronic signature or similar technology shall be legal and binding. 23.2 Applicable Law. This Agreement shall be governed by. and paragraph 22.3 is amended to refer to, t11e laws of the state in which the Property is located. Any litigation or arbitration between the Parties hereto concerning this Agreement shall be initiated in the county in which the Property is located. 23.3 Time of Essence. Time is of the essence of this Agreement. 23.4 Counterparts. This Agreement may be executed by Buyer and Seller in counterparts. each of which shall be deemed an original. and all of which together shall constitute one and the same instrument. Escrow Holder. after verifying that the counterparts are identical except for the signatures, is authorized and instructed to combine the signed signature pages on one of the counterparts, which shall then constitute the Agreement. 23.5 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. 23.6 Conflict. Any conflict between the printed provisions of this Agreement and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. Seller and Buyer must initial any and all handwritten provisions. 23.7 1031 Exchange. Both Seller and Buyer agree to cooperate with each other in the event that either or both wish to participate in a 1031 exchange. Any party initiating an exchange shall bear all costs of such exchange. The cooperating Party shall not have any liability (special or otherwise) for damages to the exchanging Party in the event that the sale is delayed and/or that the sale otherwise fails to qualify as a 1031 exchange. 23.8 Days. Unless othe1wise specifically indicated to the contrary, the word "days" as used in this Agreement shall mean and refer to calendar days. 24. Disclosures Regarding The Nature of a Real Estate Agency Relationship. 24.1 The Parties and Brokers agree that their relationship(s) shall be governed by the principles set forth in the applicable sections of the California Civil Code, as summarized in paragraph 24.2. 24.2 When entering into a discussion with a real estate agent regarding a real estate transaction, a Buyer or Seller should from the outset understand what type of agency relationship or representation it tias with the agent or agents in the transaction. Buyer and Seller acknowledge being advised by the Brokers in this transaction, as follows: (a) Se/lei's Agent. A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or subagent has the following affirmative obligations: (1) To the Seller: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Seller. (2) To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (b) Buyer's Agent. A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations. (1) To the Buyer: A fiduciary duty of utmost care, integrity, honesty. and loyalty in dealings with the Buyer. (2) To the Buyer and the Seller.· a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (c) Agent Representing Both Seller and Buyer. A real estate agent, either acting directly or through one or more associate licenses. f"i!f,ally be the ag.U of both the Selle, aed the B"ye' to a tmMacttm b,t ooly "1th the kmmfedge aod rooseot of both the Sell~lhe ~ PAGE 9 OF 11 INITIALS © 2019 AIR CRE. All Rights Reserved. INITIALS OFA-20.20, Revised 11-25-2019 Produced with ztpFormr® by ziplogD< 18070 Fifteen Mile Road, Fraser, Michigan 48026 Y,ww,zlplogix.com 920 S Topeka i\ vc - DocuSign Envelope ID: E079C820-8141-4C76-A0BE-57EA98E86D6C Buyer. (1) In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Seller or the Buyer. b. Other duties to the Seller and the Buyer as stated above in their respective sections (a) or (b) of this paragraph 24.2. (2) In representing both Seller and Buyer, the agent may, not without the express permission of the respective Party, disclose to the other Party confidential information, including, but not limited to, facts relating to either Buyer's or Seller's financial position. motivations, bargaining position, or other personal information that may impact price. including Seller's willingness to accept a price less than the listing price or Buyer's willingness to pay a price greater than the price offered. (3) The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect their own interests. Buyer and Seller should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal advice is desired, consult a competent professional. Buyer has the duty to exercise reasonably care to protect Buyer. including as to those facts about the Property which are known to Buyer or within Buyer's diligent attention and observation. Both Seller and Buyer should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change. (d) Further Disclosures. Throughout this transaction Buyer and Seller may receive more than one disclosure, depending upon the number of agents assisting in the transaction. Buyer and Seller should each read its contents each time it is presented. considering the relationship between them and the real estate agent in this transaction and that disclosure. Buyer and Seller each acknowledge receipt of a disclosure of the possibility of multiple representation by the Broker representing that principal. This disclosure may be part of a listing agreement, buyer representation agreement or separate document. Buyer understands that Broker representing Buyer may also represent other potential buyers. who may consider, make offers on or ultimately acquire the Property. Seller understands that Broker representing Seller may also represent other sellers with competing properties that may be of interest to this Buyer. Brokers have no responsibility with respect to any default or breach hereof by eitl1er Party. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this transaction may be brought against Broker more than one year after the Date of Agreement and that the liability (including court costs and attorneys' fees), of any Broker with respect to any breach of duty, error or omission relating to this Agreement shall not exceed the fee received by such Broker pursuant to this Agreement; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. 24.3 Confidential Information: Buyer and Seller agree to identify to Brokers as "Confidential" any communication or information given Brokers that is considered by such Party to be confidential. 25. Construction of Agreement In construing this Agreement, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Agreement. Whenever required by the context, the singular shall include the plural and vice versa. This Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole. as if both Parties had prepared it. 26. Additional Provisions: Additional provisions of this offer, if any, are as follows or are attached hereto by an addendum or addenda consisting of paragraphs __ 2~6~._l __ through 2 6. 1 . (If there are no additional provisions write "NONE".) 26.1 Seller to provide buyer a Phase 1 environmental report at the seller's sole cost and e ense. ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT 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 AGREEMENT. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE. WARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED. NOTE: 1. THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY. 2. IF EITHER PARTY IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO [ktRATE OFFICERS. (a PAGE 10 OF 11 INITIALS © 2019 AIR CRE. All Rights Reserved. INITIALS OFA-20.20, Revised 11-25-2019 Produced 1Nith z,pForm~i by zipLoglx 18070 Fifteen Mile Road, Fraser, Michigan 48026 '.YWW zml 9g1x com 920 S Topeka Ave - DocuSign Envelope ID E079C820-8141-4C76-A0BE-57EA98E86D6C The undersigned Buyer offers and agrees to buy the Property on the terms and conditions stated and acknowledges receipt of a copy hereof. 10/12/2020 Date: _______________________ _ BROKER BUYER KW Commercial United Coach LLC Att: Jared Ennis FDocuSig~ed by: By:~9~94Fs Title: _______________________ _ Name Printed: =K=e~v=i=n~L=u~--------------- Address: 740 WAlluvial Ave #102,Fresno, CA 93711 Title: _______________________ _ Phone: Phone: (559) 302-8698 Fax: _______________________ _ Fax: _______________________ _ Email: Email: jared@centralcacommercial.com Federal ID No.: ___________________ _ By:--------------------- Broker DRE License#: ________________ _ Name Printed: ___________________ _ Agent DRE License#: ________________ _ Title: _______________________ _ Phone: ______________________ _ Fax: _______________________ _ Email: ______________________ _ Address: Federal ID No. ___________________ _ 27. Acceptance. 27.1 Seller accepts the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and conditions therein specified. 27.2 In consideration of real estate brokerage service rendered by Brokers. Seller agrees to pay Brokers a real estate Brokerage Fee in a sum equal to 6. 000 % of the Purchase Price to be divided between the Brokers as follows: Seller's Broker 3. 000 % and Buyer's Broker 3. 000 %. This Agreement shall serve as an irrevocable instruction to Escrow Holder to pay such Brokerage Fee to Brokers out of the proceeds accruing to the account of Seller at the Closing. 27.3 Seller acknowledges receipt of a copy hereof and authorizes Brokers to deliver a signed copy to Buyer. NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT. Date 10/12/2020 BROKER SELLER KW Commercial Gm Gabrych Family Limited Partnership Att: Kevin Land Title: _______________________ _ €~~-db=y:~Vlf-,L,,~-------- Na . SSle> ... Gabrych Address: 400 E Main St #110 1 Visalia, CA 93291 Title: _______________________ _ Phone: Phone: {559) 359-4035 Fax: _______________________ _ Fax: _______________________ _ Email: Email: kevin@centralcacommercial.com Federal ID No.: ___________________ _ By:-------------------- Broker DRE License#: ________________ _ Name Printed: ___________________ _ Agent DRE License#: ________________ _ Title: _______________________ _ Phone: ______________________ _ Fax: _______________________ _ Email: ______________________ _ Address Federal ID No.: ___________________ _ AIR CRE • https:l/www.aircre.com * 213-687-8777 • contracts@aircre.com NOTICE: No part of the works may be reproduced in any form without permission in writing. INITIALS © 2019 AIR CRE. All Rights Reserved. PAGE 11 OF 11 INITIALS OFA-20.20, Revised 11-25-2019 Produced with z1pForm® by zipLogix 18070 F1ttee11 Mile Road. Fraser, M1ch1gan 48026 wwN z1plog1x_com 920 S Topeka Ave - DocuSign Envelope ID BA6CCB28-62CF-4C63-B5D8-B4510A2F4CD0 PROPERTY INFORMATION SHEET (For the sale or leasing of non-residential properties) PREFACE: Purpose: This Statement is NOT a warranty as to the actual condition of the Property/Premises. The purpose is, instead, to provide the brokers and the potential buyer/lessee with important information about the Property/Premises which is currently in the actual knowledge of the Owner and which the Owner is required by law to disclose. Actual Knowledge: For purposes of this Statement the phrase 'actual knowledge' means: the awareness of a fact. or the awareness of sufficient information and circumstances so as to cause one to believe that a certain situation or condition probably exists. TO WHOM IT MAY CONCERN: Gm Gabrych Family Limited Partnership ("Owner"). owns the Property/Premises commonly known by the street address of 920 s Topeka Ave located in the City of Fresno , County of, Fresno , State of CA , and generally described as (describe briefly the nature of the Premises or Property) One + / -16,875 square foot commercial warehouse building on +/-5.63 acres (245,242 SF) commonly known as A.P.N. 468-020-78 (herein after "Property"), and certifies that: 1. Material Physical Defects, Owner has no actual knowledge of any material physical defects in the Property or any improvements and structures thereon, including, but not limited to the roof, except (if there are no exceptions write "NONE"): _______________ _ None, but seller has never been in the building so would not have any knowledge of it's condition. Buyer should do own it's own inspections. 2. Equipment. A. Owner has no actual knowledge that the heating, ventilating. air conditioning, plumbing, loading doors, electrical and lighting systems, life safety systems, security systems and mechanical equipment existing on the Property as of the date hereof, if any, are not in good operating order and condition, except (if there are no exceptions write "NONE"): ________________________ _ same as answer to 1. B. Owner has no actual knowledge of any leases, financing agreements, liens or other agreements affecting any equipment which is being included with the Property, except (ifthere are no exceptions write "NONE"): ______________________ _ same as answer to 1. 3. Soil Conditions. Owner has no actual knowledge that the Property has any slipping, sliding, settling, flooding. ponding or any other grading, drainage or soil problems, except (if there are no exceptions write "NONE"): ______________________ _ same as answer to 1. 4. Utilities. Owner represents and warrants that the Property is served by the following utilities (check the appropriate boxes) D public sewer system and the cost of installation thereof has been fully paid, D private septic system, D electricity, D natural gas, D domestic water, D telephone, and D other: same as answer to 1. 5. Insurance. Owner has no actual knowledge of any insurance claims filed regarding the Property during the preceding 3 years, except (if there are no exceptions write "NONE"): -------------------------------------- Same as answer to 1. INITIALS PAGE 1 OF 3 INITIALS © 2017 AIR CRE. All Rights Reserved. Pl-8.03, Revised 06-10-2019 KW Commercial Central CA, 740 W Alluvial Ave #lll2 Fn:sno, CA 0 371 l Phone ~~93028698 Fa, 55'14329324 JarcJ Ennis G20 S TopeLa !\ve - Produced with zipFom,® by z1plog1x 18070 Fifteen Mile Road Fraser, Michigan 48026 .'!f.>/fW.ZJQLogix.cam DocuSign Envelope ID BA6CCB2B-62CF-4C63-B5DB-B4510A2F4CD0 6. Compliance With Laws. Owner has no actual knowledge of any aspect or condition of the Property which violates applicable laws, rules, regulations, codes. or covenants, conditions or restrictions. or of improvements or alterations made to the Property without a permit where one was required, or of any unfulfilled order or directive of any applicable government agency or of any casualty insurance company that any work of investigation, remediation. repair. maintenance or improvement is to be performed on the Property. except (if there are no exceptions write "NONE"): owner is aware that City of Fresno code Enforcement has in the past issued directives to clean up junk dumped by third parties on the property, and also to deal with cars abandoned by third parties on the property. Buyer should make its own investigation of the property conditions to th e exf_elJ.&zRHiYiti~ dl/Mtk'n'tG~arlcfMSPcP. rop r, ate· A Owner has no actual knowledge of the Property ever having been used as a waste dump, of the past or present existence of any above or below ground storage tanks on the Property. or of the current existence on the Property of asbestos. transformers containing PCB's or any hazardous. toxic or infectious substance whose nature and/or quantity of existence, use. manufacture or effect. render it subject to Federal. state or local regulation. investigation, remediation or removal as potentially injurious to public health or welfare. except (if there are no exceptions write "NONE") ------------------------------------------- See prior answers, and also seller will supply a Phase I report to Buyer. B. Owner represents and warrants that it is not currently, and never has been engaged in the business of hauling waste. and never stored hazardous substances on the Property. except (if there are no exceptions write "NONE"): see rior answers. C. Owner has no actual knowledge of the existence on the Property of hazardous levels of any mold or fungi defined as toxic under applicable state or Federal law, except (if there are no exceptions write "NONE"): ______________________ _ see rior answers. 8. Fire Damage. Owner has no actual knowledge of any structure on the Property having suffered material fire damage. except (if there are no exceptions write "NONE"): ------------------------------------------- See rior answers. 9. Actions, Suits or Proceedings. Owner has no actual knowledge that any actions. suits or proceedings are pending or threatened before any court. arbitration tribunal, governmental department, commission. board, bureau. agency or instrumentality that would affect the Property or the right or ability of an owner or tenant to convey. occupy or utilize the Property, except (if there are no exceptions write "NONE"): r Owner has not served any Notices of Default on any of the tenants of the Property which have not been resolved except (if there are no exceptions write"NONE"): See prior answers. 10. Governmental Proceedings. Owner has no actual knowledge of any existing or contemplated condemnation, environmental, zoning, redevelopment agency plan or other land use regulation proceedings which could detrimentally affect the value. use and operation of the Property. except (if there are no exceptions write "NONE"): ----------------------------------- See rior answers. 11. Unrecorded Title Matters. Owner has no actual knowledge of any encumbrances, covenants, conditions, restrictions. easements. licenses, liens, charges or other matters which affect the title of the Property that are not recorded in the official records of the county recorder where the Property is located. except (if there are no exceptions write "NONE"): 12. Leases. Owner has no actual knowledge of any leases, subleases or other tenancy agreements affecting the Property, except (if there are no exceptions write "NONE"): ------------------------------------------- See rior answers. 13. Options. Owner has no actual knowledge of any options to purchase, rights of first refusal, rights of first offer or other similar agreements affecting the Property. except (if there are no exceptions write "NONE"): See rior answers. 14. Short Sale/Foreclosure. The ability of the Owner to complete a sale of the Property Dis contingent gQ is not contingent upon obtaining the consent of one or more lenders to conduct a 'short sale', ie. a sale for less than the amount owing on the Property. (This paragraph only needs to be completed if this Property Information Sheet is being completed in connection with the proposed sale of the Property.) One or more of ~'"' seemed by the Prnperty Dis li!I is"°' i" fu,edosoce. [a INITIALS PAGE 2 OF 3 © 2017 AIR CRE. All Rights Reserved. Produced with zipFonn® by z1pLog1x: 18070 Fifteen Mile Road. Fraser, Michigan 48026 www.zipLog1x com INITIALS Pl-8.03, Revised 06-10-2019 92() S Topeka Ave - DocuSign Envelope ID: BA6CCB28-62CF-4C63-B5DB-B451 OA2F4CDO 15. Energy Efficiency. The Property D has D has not been granted an energy efficiency rating or certification such as one from the U.S. Green Building Council's Leadership in Energy and Environmental Design (LEED) or ~ Seller/Lessor does not know if the Property has been granted such a rating or certificate. If such a rating or certification has been obtained please describe the rating or certification and provide the name of the organization that granted it ------------------------------------------- 16. Other. (It will be presumed that there are no additional items which warrant disclosure unless they are set forth herein): see prior answers. owner has not been to the property in over 15 years so has very limited knowledge. Buyer should do it's own investigations. The statements herein will be relied upon by brokers, buyers, lessees, lenders and others. Therefore, Owner and/or the Owner's Property Manager has reviewed and modified this printed statement as necessary to accurately and completely state all the known material facts concerning the Property. To the extent such modifications are not made, this statement may be relied upon as printed. This statement, however, shall not relieve a buyer or lessee of responsibility for independent investigation of the Property. Owner agrees to promptly notify, in writing, all appropriate parties of any material changes which may occur in the statements contained herein from the date this statement is signed until title to the Property is transferred, or the lease is executed. Signatures to this Statement accomplished by means of electronic signature or similar technology shall be legal and binding. 10/23/2020 Date: _______________ _ OWNER (Fill in date of execution) Gm Gabrych Family Limited Partnership By L brWV'r.flL, Na · llede~babrych Title: _______________________ _ 10/23/2020 Buyer/lessee hereby acknowledges receipt of a copy of this Property Information Sheet on INITIALS BUYER/LESSEE United Coach LLC (Fill in date received) By:~1edby. Na~~1~~7~~--~----L_u _________________ _ =:..::...:=-==------------------ Ti tie: AIR CRE • https://www.aircre.com • 213-687-8777 * contracts@aircre.com NOTICE: No part of the works may be reproduced in any form without permission in writing. PAGE 3 OF 3 © 2017 AIR CRE. AH Rights Reserved. INITIALS Pl-8.03, Revised 06-10-2019 Produced with z1pFonn® by ziplog1x 18070 Fi.fteen Mile Road. Fraser. Miclligan 48026 wvv<w.z.lplog1x com 920 S T<,peka Ave - DocuSign Envelope ID: BA6CCB2B-62CF-4C63-B5DB-B4510A2F4CD0 SELLER'S MANDATORY DISCLOSURE STATEMENT (Required by law on transactions involving non-residential properties in California) DO NOT USE THIS FORM WITH REGARD TO THE SALE OF RESIDENT/AL PROPERTIES This disclosure statement is intended to be a part of the ~ STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (See paragraph 9.1(a) of said document) or D ___________________________ _ (the "Purchase Agreement") dated October 21 2020 . regarding that certain real property commonly known as: 920 S Topeka Ave (the "Property") wherein Gm Gabrych Family Limited Partnership is the Seller and United Coach LLC is the Buyer. Note: This disclosure statement is not designed nor intended to be used in place of the standard Property Information Sheet published by the AIR Commercial Real Estate Association ("AIR"). Both documents should be used in every transaction involving a sale. In order to comply with State law concerning disclosures to a potential purchaser, Seller elects to: D A. Utilize a report prepared by a professional consultant which has been approved by the AIR. i.e. First American Natural Hazard Disclosures. (800) 527-0027, or JCP Property Disclosure Reports. (800) 748-5233. A copy of their report is attached hereto. (Complete paragraphs 8, 9, and 10 and sign this statement in the place provided.) ~ B. Utilize a report prepared by M NHD ______________ . A copy of their report is attached hereto. (Complete paragraphs 8, 9 and 10, sign this Statement in the place provided, and attach a copy of The Commercial Property Owner's Guide to Earthquake Safety.) D C. Complete this Disclosure Statement without the assistance of a professional consultant. (Complete paragraphs 1 through 12 and sign this Statement in the place provided. Remember to attach a copy of The Commercial Property Owner's Guide to Earthquake Safety.) 1. EARTHQUAKE FAULT ZONES. If the Property is located within a delineated Earthquake Fault Zone (a zone that encompasses a potentially or recently active trace of an earthquake fault that is deemed by the State Geologist to constitute a potential hazard to structures from surface faulting or fault creep), California Public Resources Code §2621 et seq. mandates that prospective purchasers be advised that the Property is located within such a Zone. and that its development may require a geologic report from a state registered geologist. In accordance with such law, Buyer is hereby informed that the Property is D or is not D within a delineated Earthquake Fault Zone. 2. SEISMIC HAZARD ZONES. If the Property is located within a Seismic Hazard Zone as delineated on a map prepared by the California Division of Mines and Geology, California Public Resources Code §2690 et seq. mandates that prospective purchasers be advised that the Property is located within such a Zone. In accordance with such law, Buyer is hereby informed that the Property is D or is not D within a Seismic Hazard Zone. 3. EARTHQUAKE SAFETY. If (1) the improvements on the Property were constructed prior to 1975, and (2) said improvements include structures with (i) pre-cast (e.g., tilt-up) concrete or reinforced masonry walls together with wood frame floors or roofs or (ii) unreinforced masonry walls, Buyer must be provided with a copy of The Commercial Property Owner's Guide to Earthquake Safety (the "Booklet") published by the California Seismic Safety Commission. Buyer is hereby informed that the Property: D (a) meets the foregoing requirements, and a copy of the Booklet and a completed "Commercial Property Earthquake Weakness Disclosure Report" is attached hereto. Within five business days of Buyer's receipt of said Disclosure Report, Buyer shall deliver a duly countersigned copy of the same to Escrow Holder, with a copy to Seller and Seller's Broker. Escrow Holder is hereby instructed that the Escrow shall not close unless and until Escrow Holder has received the Disclosure Report duly signed by both Seller and Buyer. D (b) does not meet the foregoing requirements requiring the delivery of the Booklet. PAGE 1 OF 3 INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. SMD-6.02, Revised 06-10-2019 KW Commercial Central CA. 740 W Alluvial Ave #lll2 Fresno, CA '1371 l Phone 5593028698 Fax 5594329324 Jared l'nnis 920 S I'opeka Ave - Prnduced w!lh zipForrn@ b-, LlpLogix 18070 Filteen Mile Road, Fraser. ti.-1ichigan 48026 ~'YW.W.,,?;JJ.l.LQgl~,.CQfJJ. DocuSign Envelope ID BA6CCB2B-62CF-4C63-B5DB-B4510A2F4CD0 4. FIRE PROTECTION. If the Property is located within a designated State Responsibility Area as delineated on a map prepared by the California Department of Forestry, California Public Resources Code §4136 mandates that prospective purchasers be advised that the Property is located within a wildland area which may contain substantial forest fire risks and hazards, that the State may not be responsible to provide fire protection services. and that the Property may be subject to the requirements of Public Resources Code §4291 which requires the periodic removal of brush, the maintenance of firebreaks, and other similar activities. In accordance with such law, Buyer is hereby informed that the Property is D or is not D within a designated Stale Responsibility Area. 5. FIRE HAZARD. If the Property is located within an area designated as a Very High Fire Hazard Severity Zone pursuant to Government Code §51178 et seq, §51183.5 mandates that prospective purchasers be advised that the Property is located within such a zone and that the Property may be subject to various maintenance, design and/or construction requirements and/or restrictions. In accordance with such law. Buyer is hereby informed that the Property is D or is not D within a designated Very High Fire Hazard Severity Zone. 6. AREA OF POTENTIAL FLOODING. If the Property is located within an area of potential flooding in the event of the failure of a dam as shown on an inundation map designated pursuant to Government Code §8589.5, §8589.4 mandates that prospective purchasers be advised that the Property is located within such an area. In accordance with such law, Buyer is hereby informed that the Property is O or is not O within a designated area of potential flooding. 7. FLOOD HAZARD AREAS. If the Property is located within a designated Federal Flood Hazard Area as delineated on a map prepared by the Federal Emergency Management Agency, Federal law, ie. 42 U.S.C. §4104a. mandates that prospective purchasers be advised that the Property is located within an area having special flood hazards and that flood insurance may be required as a condition to obtaining financing. In accordance with such law, Buyer is hereby informed that the Property is D or is not O within a designated Federal Flood Hazard Area. 8. FLOOD DISASTER INSURANCE. If the Seller or Seller's predecessor-in-interest has previously received Federal flood disaster assistance and said assistance was conditioned upon obtaining and maintaining flood insurance on the Property, Federal law, ie. 42 U.S.C. §5154a, mandates that prospective purchasers be advised that they will be required to maintain such insurance on the Property and that if said insurance is not maintained and the Property is thereafter damaged by a flood disaster, the purchaser may be required to reimburse the Federal Government for the disaster relief provided. Buyer is hereby informed that to the best of the Seller's knowledge Federal flood disaster assistance has O or has not 00 been previously received with regard to the Property. Note: if such disaster assistance has been received, the law specifies that the required notice be "contained in documents evidencing the transfer of ownership". 9. WATER HEATER BRACING. If the Property contains one or more water heaters, Seller is required by California Health and Safety Code §19211 to certify to the Buyer that all such water heaters have been braced, strapped and/or anchored in accordance with law. Buyer is hereby advised that the required bracing, strapping and/or anchors: O have been installed O have not been installed. or 00 Seller does not know whether they have been installed. 10. PRESENCE OF MOLD. If the seller or transferor of property knows of the presence of mold that affects the property and the mold either exceeds permissible exposure limits or poses a health threat then Health and Safety Code §26140, et seq. mandates that prospective purchasers be advised in writing of such mold. In accordance with such law, Buyer is hereby informed that the undersigned does O or does not 00 know of the presence of such mold affecting the Property. 11. TITLE INSURANCE. In the event that the Purchase Agreement does not at present provide that title insurance will be obtained, Buyer is strongly urged to consider purchasing such insurance, and, in accordance with California Civil Code §1057.6, is advised as follows: IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING. 12. OTHER. _________________________________________ _ PLEASE NOTE: While the information contained in or attached to this Disclosure Statement is believed to be accurate as of the date that it was prepared, the applicable laws and the areas covered by the various natural hazard zones. etc. can change from time to time. Prior to the close of escrow, Buyer may wish to again check the status of the Property. Also, the city and/or county in which the Property is located may have established natural r;-;" ,ooes lo addmoo to those hsted abo,e. B01,e, Is """' to check Wth the apprnp,late loral ageocy °' ageocies. [£':.. ~ PAGE2OF3 bl? INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. SMD-6.02, Revised 06-10-2019 Produced wrth zipForrn® by z1pL0g1:< 18070 Fifteen Mile Road, Fra':>er M!Chigan 48026 www_zipLogix,corn 42(J S ·ropeka Ave - DocuSign Envelope ID BA6CCB2B-62CF-4C63-85DB-B451 0A2F4CD0 The descriptions contained within the above disclosure paragraphs are not intended to be full and complete dissertations of all of the possible ramifications to the Buyer and/or the Property. In the event that this document indicates that the Property is affected by one or more of the disclosures, Buyer is advised to: 1. Review the applicable laws in their entirety. 2. Seek advice of counsel as to the legal consequences of the items disclosed. 3. Retain appropriate consultants to review and investigate the impact of said disclosures. Likewise no representation or recommendation is made by the AIR CRE or by any broker as to the legal sufficiency, legal effect, or consequences of this document or the Purchase Agreement to which it relates. Signatures to this Statement accomplished by means of electronic signature or similar technology shall be legal and binding. 10/23/2020 Date: _______________________ _ SELLER Gm Gabrych Family Limited Partnership . . bUAk ~n,ci ~IJ'lleffi!PGabrych Title: _______________________ _ Receipt of the above Seller's Mandatory Disclosure Statement is hereby acknowledged: 10/23/2020 Date: ------------------------- BUYER United Coach LLC :Gi:ALu ~~~-~----------------- Ti tie ------------------------- AIR CRE * https://www.aircre.com * 213-687-8777 * contracts@aircre.com NOTICE: No part of the works may be reproduced in any form without permission in writing. CE PAGE 3 OF 3 INITIALS © 2017 AIR CRE. All Rights Reserved. Produced with zipForm® by z1pL0gn<: 18070 Fifteen Mde R:oad. Fraser, M:chigan 48026 www.:z1pLog!x.com INITIALS SMD-6.02, Revised 06-10-2019 Q2(1 S Topeka Ave - Chicago Title Company 2540 West Shaw Lane, #112, , Fresno, CA 93711 Phone: (559) 492-4251 ● Fax: CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 1 Order No.: 45002680-450-SM-MW1 Issuing Policies of Chicago Title Insurance Company Order No.: 45002680-450-SM-MW1 TO: KW Commercial 740 W. Alluvial Avenue #102 Fresno, CA 93711 ATTN: .Jared Ennis and Kevin Land YOUR REFERENCE: Title Officer:Marc Wisneski Escrow Officer:Sue Meyer 7330 N. Palm Avenue, Suite 101 Fresno, CA 93711 (559) 451-3700 (559) 431-8936 PROPERTY ADDRESS:920 South Topeka Avenue, Fresno, CA PRELIMINARY REPORT In response to the application for a policy of title insurance referenced herein, Chicago Title Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or policies of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations or Conditions of said policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Attachment One. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner’s Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Attachment One. Copies of the policy forms should be read. They are available from the office which issued this report. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. The policy(s) of title insurance to be issued hereunder will be policy(s) of Chicago Title Insurance Company, a Florida Corporation. Please read the exceptions shown or referred to herein and the exceptions and exclusions set forth in Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects and encumbrances affecting title to the land. Chicago Title Company By: Authorized Signature Chicago Title Company 2540 West Shaw Lane, #112, , Fresno, CA 93711 Phone: (559) 492-4251 ● Fax: CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 2 Order No.: 45002680-450-SM-MW1 PRELIMINARY REPORT EFFECTIVE DATE:October 2, 2020 at 7:30 a.m. ORDER NO.: 45002680-450-SM-MW1 The form of policy or policies of title insurance contemplated by this report is: CLTA Standard Coverage Policy (4-8-14) ALTA Extended Loan Policy (6-17-06) 1.THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: Fee Estate 2.TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: GM Gabrych Family Limited Partnership 3.THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS: See Exhibit A attached hereto and made a part hereof. Your Reference: Chicago Title Company CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 3 Order No.: 45002680-450-SM-MW1 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: A PARCEL OF LAND BEING A PORTION OF TRACT NO. 1 IN DEED TO THE SAN FRANCISCO AND SAN JOAQUIN VALLEY RAILWAY COMPANY (PREDECESSOR IN INTEREST TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY) RECORDED OCTOBER 7, 1899 IN VOLUME 229 PAGE 470 OF DEEDS, FRESNO COUNTY RECORDS, IN THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 14 SOUTH, RANGE 20 EAST, MOUNT DIABLO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF SAID TRACT NO. 1 WITH THE SOUTHWESTERLY LINE OF SAID TRACT NO. 1; THENCE NORTH 0° 10' 00" EAST ALONG SAID WESTERLY LINE, 432.88 FEET; THENCE SOUTH 41' 32' 30" EAST, 458.01 FEET TO A POINT IN THE NORTHEASTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF THAT CERTAIN 0.614 OF AN ACRE PARCEL OF LAND DESCRIBED IN DEED RECORDED JUNE 6, 1946 AS DOCUMENT NO. 41739 IN BOOK 2398 PAGE 25, OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 48° 27' 30" WEST ALONG SAID NORTHEASTERLY PROLONGATION AND SAID NORTHWESTERLY LINE AND THE NORTHWESTERLY LINE OF THAT CERTAIN 0.0258 OF AN ACRE PARCEL OF LAND DESCRIBED IN DEED RECORDED AUGUST 15, 1961 IN BOOK 4596 PAGE 413, OFFICIAL RECORDS OF SAID COUNTY; 121.52 FEET TO THE MOST WESTERLY CORNER OF LAST SAID PARCEL OF LAND; THENCE SOUTH 41° 32' 30" EAST ALONG THE SOUTHWESTERLY LINE OF LAST SAID PARCEL OF LAND, 250.00 FEET TO THE MOST SOUTHERLY CORNER OF LAST SAID PARCEL OF LAND; THENCE NORTH 48° 27' 30" EAST ALONG THE SOUTHEASTERLY LINE OF LAST SAID PARCEL OF LAND AND THE SOUTHEASTERLY LINE OF SAID 0.6 14 OF AN ACRE PARCEL OF LAND, 111.50 FEET TO THE MOST EASTERLY CORNER OF SAID 0.614 OF AN ACRE PARCEL OF LAND; THENCE SOUTH 41° 32' 30" EAST ALONG THE SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF SAID 0.614 OF AN ACRE PARCEL OF LAND 250.00 FEET; THENCE SOUTH 48° 27' 30" WEST, 15.76 FEET; THENCE SOUTH 41° 32' 30" EAST, 766.46 FEET; THENCE SOUTHEASTERLY AND SOUTHERLY ALONG THE ARC OF A CURVE TANGENT TO THE PRECEDING COURSE, CONCAVE WESTERLY AND HAVING A RADIUS OF 386.02 FEET, THROUGH A CENTRAL ANGLE OF 43° 47' 42", A DISTANCE OF 294.30 FEET; THENCE SOUTH 2° 15' 12" WEST TANGENT TO THE PRECEDING CURVE, 286.84 FEET TO A POINT IN THE ARC OF A CURVE CONCENTRIC WITH AND DISTANT NORTHEASTERLY 90.00 FEET MEASURED RADIALLY FROM THAT CERTAIN CURVE HEREINABOVE DESCRIBED IN PARCEL NO. 2 AS HAVING A RADIUS OF 1386.69 FEET AND A LENGTH OF 732.06 FEET; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CONCENTRIC CURVE FROM WHENCE A RADIAL BEARS SOUTH 63° 08' 47' WEST, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1476.69 FEET, THROUGH A CENTRAL ANGLE OF 14° 41' 17", A DISTANCE OF 378.55 FEET TO POINT OF TANGENCY IN A LINE WHICH BEARS NORTH 41° 32' 30" WEST; THENCE NORTH 41° 32' 30" WEST ALONG LAST SAID LINE, 83.24 FEET TO A POINT IN THE SOUTHEASTERLY LINE OF THAT CERTAIN 0.9022 OF AN ACRE PARCEL OF LAND DESCRIBED IN DEED RECORDED APRIL 18, 1960 IN BOOK 4375 PAGE 674, OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTH 48° 27' 30" EAST ALONG SAID SOUTHEASTERLY LINE, 111.63 FEET TO A POINT IN THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED TO SAID RAILWAY COMPANY, RECORDED APRIL 26, 1960 IN BOOK 4379 PAGE 398, OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTH 41° 32' 30" WEST ALONG LAST SAID SOUTHWESTERLY LINE, 300.00 FEET TO A POINT IN THE NORTHWESTERLY LINE OF SAID 0.9022 OF AN ACRE PARCEL OF LAND; THENCE SOUTH 48° 27' 30" WEST ALONG LAST SAID NORTHWESTERLY LINE, 109.20 FEET; THENCE NORTH 40° 44' 22" WEST, 961.43 FEET; THENCE SOUTH 49° 15' 38" WEST, 20.77 FEET TO A POINT IN SAID SOUTHWESTERLY LINE OF TRACT NO. 1; THENCE NORTH 41° 32' 30" WEST ALONG LAST SAID SOUTHWESTERLY LINE, 155.54 FEET TO POINT OF BEGINNING. EXCEPTING THEREFROM BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF SAID TRACT NO. 1 WITH A LINE 325.50 FEET NORTHEASTERLY OF AND PARALLEL WITH THE ORIGINAL CENTER LINE OF THE SAN FRANCISCO AND SAN JOAQUIN VALLEY RAILWAY COMPANY (PREDECESSOR IN INTEREST TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY) MAIN TRACK; THENCE Your Reference: Chicago Title Company EXHIBIT A (Continued) CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 4 Order No.: 45002680-450-SM-MW1 SOUTH 41° 32' 30" EAST, PARALLEL WITH SAID MAIN TRACK, A DISTANCE OF 458.35 FEET TO A POINT IN THE NORTHEASTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF THAT CERTAIN 0.614 OF AN ACRE PARCEL OF LAND DESCRIBED IN DEED RECORDED JUNE 6, 1946 AS DOCUMENT NO. 41739 IN BOOK 2398 PAGE 25, OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 48° 27' 30" WEST, ALONG SAID NORTHEASTERLY PROLONGATION AND SAID NORTHWESTERLY LINE AND THE NORTHWESTERLY LINE OF SAID CERTAIN 0.0258 OF AN ACRE PARCEL OF LAND DESCRIBED IN DEED RECORDED AUGUST 15, 1961 IN BOOK 4596 PAGE 413, OFFICIAL RECORDS OF SAID COUNTY, 121.50 FEET TO THE MOST WESTERLY CORNER OF LAST SAID PARCEL OF LAND TO A POINT ON THE NORTHEASTERLY RIGHT OF WAY LINE OF TOPEKA AVENUE; THENCE NORTH 41° 32' 30" WEST, ALONG SAID NORTHEASTERLY RIGHT OF WAY LINE, PARALLEL WITH AND 204.00 FEET NORTHEASTERLY OF SAID MAIN TRACK, A DISTANCE OF 321.87 FEET TO THE SAID WESTERLY LINE OF TRACT NO. 1; THENCE NORTH 0° 08' 07" EAST, ALONG SAID WESTERLY LINE, A DISTANCE OF 182.73 FEET TO THE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF TRACT NO. 1 WITH THE SOUTHWESTERLY LINE OF SAID TRACT NO. 1, AS SAID TRACT NO. 1 IS DESCRIBED IN THAT CERTAIN DEED RECORDED OCTOBER 7, 1899 IN BOOK 229 PAGE 470 OF DEEDS; THENCE NORTH 0° 08' 07" EAST, ALONG SAID WESTERLY LINE, 433.13 FEET; THENCE SOUTH 41° 32' 30" EAST, 458.35 FEET TO A POINT IN THE NORTHEASTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF THAT CERTAIN 0.614 OF AN ACRE PARCEL OF LAND DESCRIBED IN DEED RECORDED JUNE 6, 1946 AS DOCUMENT NO. 41739 IN BOOK 2398 PAGE 25, OFFICIAL RECORDS OF FRESNO COUNTY; THENCE SOUTH 48° 27 30" WEST, ALONG SAID NORTHEASTERLY PROLONGATION AND SAID NORTHWESTERLY LINE AND THE NORTHWESTERLY LINE OF THAT CERTAIN 0.0258 OF AN ACRE PARCEL OF LAND DESCRIBED IN DEED RECORDED AUGUST 15, 1961 IN BOOK 4596 PAGE 413, OFFICIAL RECORDS OF SAID COUNTY, 121.50 FEET TO THE MOST WESTERLY CORNER OF LAST SAID PARCEL OF LAND AND TO A POINT ON THE NORTHEASTERLY RIGHT OF WAY LINE OF TOPEKA AVENUE; THENCE SOUTH 41° 32' 30" EAST, ALONG THE SOUTHWESTERLY LINE OF LAST SAID PARCEL OF LAND, AND ALONG SAID NORTHEASTERLY RIGHT OF WAY LINE OF TOPEKA AVENUE, A DISTANCE OF 500.36 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION: THENCE CONTINUING SOUTH 41° 32' 30" EAST, ALONG SAID NORTHEASTERLY RIGHT OF WAY LINE A DISTANCE OF 401.00 FEET; THENCE NORTH 480 27' 30" EAST, A DISTANCE OF 95.74 FEET; THENCE NORTH 41° 32' 30" WEST, A DISTANCE OF 401.00 FEET; THENCE SOUTH 48° 27' 30" WEST, A DISTANCE OF 95.74 FEET TO THE TRUE POINT OF BEGINNING. APN: 468-020-78 Your Reference: Chicago Title Company CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 5 Order No.: 45002680-450-SM-MW1 EXCEPTIONS AT THE DATE HEREOF, ITEMS TO BE CONSIDERED AND EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS IN SAID POLICY FORM WOULD BE AS FOLLOWS: 1.Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes to be levied for the fiscal year 2020-2021. 2.The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named in Schedule A or as a result of changes in ownership or new construction occurring prior to Date of Policy. 3.The herein described property lies within the boundaries of the Fresno Metropolitan Flood Control District and may be subject to assessment for drainage fees and/or requirements to construct planned local drainage facilities Disclosed by:FMFCD Resolution No. 1816 Recording Date:July 31, 1995 Recording No.:95092128, of Official Records No assessments have been levied at this time. 4.Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to:San Joaquin Power Company, a Corporation Purpose:Public Utilities Recording Date:September 7, 1904 Recording No:as Book 314, Page 230, of Deeds Affects:a portion of the land Reference is hereby made to said document for full particulars. The exact location and extent of said easement is not disclosed of record. 5.Terms and provisions contained in an instrument Executed by: The Atchison, Topeka and Santa Fe Railway Company, a Corporation and the County of Fresno Recorded: January 16, 1905 in Book 314, Page 361 of Deeds. 6.A perpetual easement over, above and across said Parcel for Santa Fes existing communication lines, together with access rights for construction, maintenance and repair of said communication lines, as reserved in the Deed from the Atchison, Topeka and Santa Fe Railway Company to Santa Fe Land Improvement Company, a California Corporation, dated November 16, 1978 and recorded December 26, 1978 in Book 7186, Page 645 of Official Records, as Document No. 143081. 7.Rights of the public to any portion of the Land lying within the area commonly known as Topeka Avenue. Your Reference: Chicago Title Company EXCEPTIONS (Continued) CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 6 Order No.: 45002680-450-SM-MW1 8.An unrecorded lease with certain terms, covenants, conditions and provisions set forth therein as disclosed by the document Entitled:Notice of Completion Lessor:not shown Lessee:Thomas A. Brown Recording Date:August 5, 1983 Recording No:83070981, of Official Records The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein. 9.An unrecorded lease with certain terms, covenants, conditions and provisions set forth therein as disclosed by the document Entitled:Financing Statement Lessor:Not shown Lessee:Recycled Fibers of California, Inc. Recording Date:April 26, 1991 Recording No:91049827, of Official Records The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein. 10.An unrecorded lease with certain terms, covenants, conditions and provisions set forth therein as disclosed by the document Entitled:Notice Lessor:Catellus Development Corporation Lessee:Nat Feinn & Son Recording Date:April 19, 1991 Recording No:91045946, of Official Records The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein. 11.A notice that said Land is included within a project area of the Redevelopment Agency shown below, and that proceedings for the redevelopment of said project have been instituted under the Redevelopment Law (such redevelopment to proceed only after the adoption of the redevelopment plan) as disclosed by a document Redevelopment Agency:The South Van Ness Redevelopment Project Recording Date:July 23, 1998 Recording No.:98102553, of Official Records An agreement to modify the terms and provisions of the said document, as therein provided Executed by:Redevelopment Agency of the City of Fresno Recording Date:December 12, 2007 Recording No.:2007-0219953 of Official Records Your Reference: Chicago Title Company EXCEPTIONS (Continued) CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 7 Order No.: 45002680-450-SM-MW1 12.A notice that said Land is included within a project area of the Redevelopment Agency shown below, and that proceedings for the redevelopment of said project have been instituted under the Redevelopment Law (such redevelopment to proceed only after the adoption of the redevelopment plan) as disclosed by a document Redevelopment Agency:South Van Ness Industrial Redevelopment Project Recording Date:September 20, 2010 Recording No.:2010-0123143 of Official Records 13.Water rights, claims or title to water, whether or not disclosed by the public records. 14.Any rights of the parties in possession of a portion of, or all of, said Land, which rights are not disclosed by the public records. The Company will require, for review, a full and complete copy of any unrecorded agreement, contract, license and/or lease, together with all supplements, assignments and amendments thereto, before issuing any policy of title insurance without excepting this item from coverage. The Company reserves the right to except additional items and/or make additional requirements after reviewing said documents. 15.Any easements not disclosed by the public records as to matters affecting title to real property, whether or not said easements are visible and apparent. 16.Any lien or right to a lien for services, labor or material not shown by the Public Records. 17.Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other matters which a correct survey would disclose and which are not shown by the public records. 18.Matters which may be disclosed by an inspection and/or by a correct ALTA/NSPS Land Title Survey of said Land that is satisfactory to the Company, and/or by inquiry of the parties in possession thereof. 19.The search did not disclose any open mortgages or deeds of trust of record, therefore the Company reserves the right to require further evidence to confirm that the property is unencumbered, and further reserves the right to make additional requirements or add additional items or exceptions upon receipt of the requested evidence. PLEASE REFER TO THE “INFORMATIONAL NOTES” AND “REQUIREMENTS” SECTIONS WHICH FOLLOW FOR INFORMATION NECESSARY TO COMPLETE THIS TRANSACTION. END OF EXCEPTIONS Your Reference: Chicago Title Company CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 8 Order No.: 45002680-450-SM-MW1 REQUIREMENTS SECTION 1.The Company will require that an Owner’s Affidavit be completed by the party(s) named below before the issuance of any policy of title insurance. Party(s):GM Gabrych Family Limited Partnership The Company reserves the right to add additional items or make further requirements after review of the requested Affidavit. 2.Before issuing its policy of title insurance, the Company will require the following for the below-named limited partnership: Name:GM Gabrych Family Limited Partnership Certificate of Limited Partnership filed with the Secretary of State, in compliance with the provisions of the California Revised Limited Partnership Act, Section 15611 et. seq., Corporations Code. Certified Copy of the Certificate of Limited Partnership certified by the Secretary of State filed with the County Recorder. The Company reserves the right to add additional items or make further requirements after review of the requested documentation 3.The Company will require the following documents for review prior to the issuance of any title insurance assurance predicated upon a conveyance or encumbrance by the suspended corporation or LLC named below: Name of Corporation or LLC:United Coach LLC a)A Certificate of Revivor b)A Certificate of Relief from Voidability c)Confirmation that there is no court order voiding the contract upon which the conveyance is based. The Company reserves the right to add additional items or make further requirements after review of the requested documentation. END OF REQUIREMENTS Your Reference: Chicago Title Company CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 1 Order No.: 45002680-450-SM-MW1 INFORMATIONAL NOTES SECTION Notice: Please be aware that due to the conflict between federal and state laws concerning the cultivation, distribution, manufacture or sale of marijuana, the Company is not able to close or insure any transaction involving Land that is associated with these activities. 1. Note: The charge for a policy of title insurance, when issued through this title order, will be based on the Basic Title Insurance Rate. 2. Note: The name(s) of the proposed insured(s) furnished with this application for title insurance is/are: Name(s) furnished: United Coach LLC If these name(s) are incorrect, incomplete or misspelled, please notify the Company. 3. Note: The Company is not aware of any matters which would cause it to decline to attach CLTA Endorsement Form 116 indicating that there is located on said Land Commercial Property, known as 920 South Topeka Avenue, Fresno, CA, to an Extended Coverage Loan Policy. 4. Note: Property taxes for the fiscal year shown below are PAID. For proration purposes the amounts were: Tax Identification No.: Fiscal Year:2019-2020 1st Installment: 2nd Installment: Exemption: Land: Improvements: Personal Property: Code Area:005-995 Prior to close of escrow, please contact the Tax Collector's Office to confirm all amounts owing, including current fiscal year taxes, supplemental taxes, escaped assessments and any delinquencies. 5. Note: There are NO conveyances affecting said Land recorded within 24 months of the date of this report. 6. The application for title insurance was placed by reference to only a street address or tax identification number. The proposed Insured must confirm that the legal description in this report covers the parcel(s) of Land requested to be insured. If the legal description is incorrect, the proposed Insured must notify the Company and/or the settlement company in order to prevent errors and to be certain that the legal description for the intended parcel(s) of Land will appear on any documents to be recorded in connection with this transaction and on the policy of title insurance. 7. Note: If a county recorder, title insurance company, escrow company, real estate broker, real estate agent or association provides a copy of a declaration, governing document or deed to any person, California law requires that the document provided shall include a statement regarding any unlawful restrictions. Said statement is to be in at least 14-point bold face type and may be stamped on the first page of any document provided or included as a cover page attached to the requested document. Should a party to this transaction request a copy of any document reported herein that fits this category, the statement is to be included in the manner described. 8. Note: Any documents being executed in conjunction with this transaction must be signed in the presence of an authorized Company employee, an authorized employee of a Company agent, an authorized employee of the insured lender, or by using Bancserv or other Company-approved third-party service. If the above requirement cannot be met, please call the Company at the number provided in this report. Your Reference: Chicago Title Company INFORMATIONAL NOTES (Continued) CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/16/2020 6:23 AM by PE lPrelim (DSI Rev. 04/03/20)Page 2 Order No.: 45002680-450-SM-MW1 9.Pursuant to Government Code Section 27388.1, as amended and effective as of 1-1-2018, a Documentary Transfer Tax (DTT) Affidavit may be required to be completed and submitted with each document when DTT is being paid or when an exemption is being claimed from paying the tax. If a governmental agency is a party to the document, the form will not be required. DTT Affidavits may be available at a Tax Assessor-County Clerk- Recorder. 10.Due to the special requirements of SB 50 (California Public Resources Code Section 8560 et seq.), any transaction that includes the conveyance of title by an agency of the United States must be approved in advance by the Company’s State Counsel, Regional Counsel, or one of their designees. END OF INFORMATIONAL NOTES Marc Wisneski/708 Wire Fraud Alert Page 1 Original Effective Date: 5/11/2017 Current Version Date: 5/11/2017 WIRE0016 (DSI Rev. 12/07/17) TM and © Fidelity National Financial, Inc. and/or an affiliate. All rights reserved Wire Fraud Alert This Notice is not intended to provide legal or professional advice. If you have any questions, please consult with a lawyer. All parties to a real estate transaction are targets for wire fraud and many have lost hundreds of thousands of dollars because they simply relied on the wire instructions received via email, without further verification. If funds are to be wired in conjunction with this real estate transaction, we strongly recommend verbal verification of wire instructions through a known, trusted phone number prior to sending funds. In addition, the following non‐exclusive self‐protection strategies are recommended to minimize exposure to possible wire fraud. NEVER RELY on emails purporting to change wire instructions. Parties to a transaction rarely change wire instructions in the course of a transaction. ALWAYS VERIFY wire instructions, specifically the ABA routing number and account number, by calling the party who sent the instructions to you. DO NOT use the phone number provided in the email containing the instructions, use phone numbers you have called before or can otherwise verify. Obtain the phone number of relevant parties to the transaction as soon as an escrow account is opened. DO NOT send an email to verify as the email address may be incorrect or the email may be intercepted by the fraudster. USE COMPLEX EMAIL PASSWORDS that employ a combination of mixed case, numbers, and symbols. Make your passwords greater than eight (8) characters. Also, change your password often and do NOT reuse the same password for other online accounts. USE MULTI-FACTOR AUTHENTICATION for email accounts. Your email provider or IT staff may have specific instructions on how to implement this feature. For more information on wire‐fraud scams or to report an incident, please refer to the following links: Federal Bureau of Investigation:Internet Crime Complaint Center: http://www.fbi.gov http://www.ic3.gov Chicago Title Company 2540 West Shaw Lane, #112, , Fresno, CA 93711 Phone: (559) 492-4251 ● Fax: Notice of Available Discounts (Rev. 01-15-20)Last Saved: October 16, 2020 by PE MISC0343 (DSI Rev. 03/12/20)Order No.: 45002680-450-SM-MW1 Notice of Available Discounts Pursuant to Section 2355.3 in Title 10 of the California Code of Regulations Fidelity National Financial, Inc. and its subsidiaries ("FNF") must deliver a notice of each discount available under our current rate filing along with the delivery of escrow instructions, a preliminary report or commitment. Please be aware that the provision of this notice does not constitute a waiver of the consumer's right to be charged the filed rate. As such, your transaction may not qualify for the below discounts. You are encouraged to discuss the applicability of one or more of the below discounts with a Company representative. These discounts are generally described below; consult the rate manual for a full description of the terms, conditions and requirements for such discount. These discounts only apply to transactions involving services rendered by the FNF Family of Companies. This notice only applies to transactions involving property improved with a one-to-four family residential dwelling. Not all discounts are offered by every FNF Company. The discount will only be applicable to the FNF Company as indicated by the named discount. FNF Underwritten Title Company Underwritten by FNF Underwriters CTC – Chicago Title company CTIC – Chicago Title Insurance Company CLTC – Commonwealth Land Title Company CLTIC - Commonwealth Land Title Insurance Company FNTC – Fidelity National Title Company of California FNTIC – Fidelity National Title Insurance Company FNTCCA - Fidelity National Title Company of California FNTIC - Fidelity National Title Insurance Company TICOR – Ticor Title Company of California CTIC – Chicago Title Insurance Company LTC – Lawyer’s Title Company CLTIC – Commonwealth Land Title Insurance Company SLTC – ServiceLink Title Company CTIC – Chicago Title Insurance Company Available Discounts DISASTER LOANS (CTIC, CLTIC, FNTIC) The charge for a Lender's Policy (Standard or Extended coverage) covering the financing or refinancing by an owner of record, within twenty-four (24) months of the date of a declaration of a disaster area by the government of the United States or the State of California on any land located in said area, which was partially or totally destroyed in the di saster, will be fifty percent (50%) of the appropriate title insurance rate. CHURCHES OR CHARITABLE NON-PROFIT ORGANIZATIONS (CTIC, FNTIC) On properties used as a church or for charitable purposes within the scope of the normal activities of such entities, provided said charge is normally the church's obligation the charge for an owner's policy shall be fifty percent (50%) to seventy percent (70%) of the appropriate title insurance rate, depending on the type of coverage selected. The charge for a lender's policy shall be forty (40%) to fifty percent (50%) of the appropriate title insurance rate, depending on the type of coverage selected. FNF Privacy Statement (Eff. April 9, 2020)Copyright © 2020. Fidelity National Financial, Inc. All Rights Reserved MISC0219 (DSI Rev. 04/10/20)Page 1 Order No. 45002680-450-SM-MW1 FIDELITY NATIONAL FINANCIAL, INC. PRIVACY NOTICE Effective April 9, 2020 Fidelity National Financial, Inc. and its majority-owned subsidiary companies (collectively, “FNF,” “our,” or “we”) respect and are committed to protecting your privacy. This Privacy Notice explains how we collect, use, and protect personal information, when and to whom we disclose such information, and the choices you have about the use and disclosure of that information. A limited number of FNF subsidiaries have their own privacy notices. If a subsidiary has its own privacy notice, the privacy notice will be available on the subsidiary’s website and this Privacy Notice does not apply. Collection of Personal Information FNF may collect the following categories of Personal Information: contact information (e.g., name, address, phone number, email address); demographic information (e.g., date of birth, gender, marital status); identity information (e.g. Social Security Number, driver’s license, passport, or other government ID number); financial account information (e.g. loan or bank account information); and other personal information necessary to provide products or services to you. We may collect Personal Information about you from: information we receive from you or your agent; information about your transactions with FNF, our affiliates, or others; and information we receive from consumer reporting agencies and/or governmental entities, either directly from these entities or through others. Collection of Browsing Information FNF automatically collects the following types of Browsing Information when you access an FNF website, online service, or application (each an “FNF Website”) from your Internet browser, computer, and/or device: Internet Protocol (IP) address and operating system; browser version, language, and type; domain name system requests; and browsing history on the FNF Website, such as date and time of your visit to the FNF Website and visits to the pages within the FNF Website. Like most websites, our servers automatically log each visitor to the FNF Website and may collect the Browsing Information described above. We use Browsing Information for system administration, troubleshooting, fraud investigation, and to improve our websites. Browsing Information generally does not reveal anything personal about you, though if you have created a user account for an FNF Website and are logged into that account, the FNF Website may be able to link certain browsing activity to your user account. Other Online Specifics Cookies. When you visit an FNF Website, a “cookie” may be sent to your computer. A cookie is a small piece of data that is sent to your Internet browser from a web server and stored on your computer’s hard drive. Information gathered using cookies helps us improve your user experience. For example, a cookie can help the website load properly or can customize the display page based on your browser type and user preferences. You can choose whether or not to accept cookies by changing your Internet browser settings. Be aware that doing so may impair or limit some functionality of the FNF Website. Web Beacons. We use web beacons to determine when and how many times a page has been viewed. This information is used to improve our websites. Do Not Track. Currently our FNF Websites do not respond to “Do Not Track” features enabled through your browser. Links to Other Sites. FNF Websites may contain links to unaffiliated third-party websites. FNF is not responsible for the privacy practices or content of those websites. We recommend that you read the privacy policy of every website you visit. Use of Personal Information FNF uses Personal Information for three main purposes: To provide products and services to you or in connection with a transaction involving you. To improve our products and services. To communicate with you about our, our affiliates’, and others’ products and services, jointly or independently. When Information Is Disclosed We may disclose your Personal Information and Browsing Information in the following circumstances: to enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure; to nonaffiliated service providers who provide or perform services or functions on our behalf and who agree to use the information only to provide such services or functions; FNF Privacy Statement (Eff. April 9, 2020)Copyright © 2020. Fidelity National Financial, Inc. All Rights Reserved MISC0219 (DSI Rev. 04/10/20)Page 2 Order No. 45002680-450-SM-MW1 to nonaffiliated third party service providers with whom we perform joint marketing, pursuant to an agreement with them to jointly market financial products or services to you; to law enforcement or authorities in connection with an investigation, or in response to a subpoena or court order; or in the good-faith belief that such disclosure is necessary to comply with legal process or applicable laws, or to protect the rights, property, or safety of FNF, its customers, or the public. The law does not require your prior authorization and does not allow you to restrict the disclosures described above. Additionally, we may disclose your information to third parties for whom you have given us authorization or consent to make such disclosure. We do not otherwise share your Personal Information or Browsing Information with nonaffiliated third parties, except as required or permitted by law. We may share your Personal Information with affiliates (other companies owned by FNF) to directly market to you. Please see “Choices with Your Information” to learn how to restrict that sharing. We reserve the right to transfer your Personal Information, Browsing Information, and any other information, in connection with the sale or other disposition of all or part of the FNF business and/or assets, or in the event of bankruptcy, reorganization, insolvency, receivership, or an assignment for the benefit of creditors. By submitting Personal Information and/or Browsing Information to FNF, you expressly agree and consent to the use and/or transfer of the foregoing information in connection with any of the above described proceedings. Security of Your Information We maintain physical, electronic, and procedural safeguards to protect your Personal Information. Choices With Your Information If you do not want FNF to share your information among our affiliates to directly market to you, you may send an “opt out” request by email, phone, or physical mail as directed at the end of this Privacy Notice. We do not share your Personal Information with nonaffiliates for their use to direct market to you without your consent. Whether you submit Personal Information or Browsing Information to FNF is entirely up to you. If you decide not to submit Personal Information or Browsing Information, FNF may not be able to provide certain services or products to you. For California Residents: We will not share your Personal Information or Browsing Information with nonaffiliated third parties, except as permitted by California law. For additional information about your California privacy rights, please visit the “California Privacy” link on our website (https://fnf.com/pages/californiaprivacy.aspx) or call (888) 413-1748. For Nevada Residents: You may be placed on our internal Do Not Call List by calling (888) 934-3354 or by contacting us via the information set forth at the end of this Privacy Notice. Nevada law requires that we also provide you with the following contact information: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, Las Vegas, NV 89101; Phone number: (702) 486-3132; email: BCPINFO@ag.state.nv.us. For Oregon Residents: We will not share your Personal Information or Browsing Information with nonaffiliated third parties for marketing purposes, except after you have been informed by us of such sharing and had an opportunity to indicate that you do not want a disclosure made for marketing purposes. For Vermont Residents: We will not disclose information about your creditworthiness to our affiliates and will not disclose your personal information, financial information, credit report, or health information to nonaffiliated third parties to market to you, other than as permitted by Vermont law, unless you authorize us to make those disclosures. Information From Children The FNF Websites are not intended or designed to attract persons under the age of eighteen (18).We do not collect Personal Information from any person that we know to be under the age of thirteen (13) without permission from a parent or guardian. International Users FNF’s headquarters is located within the United States. If you reside outside the United States and choose to provide Personal Information or Browsing Information to us, please note that we may transfer that information outside of your country of residence. By providing FNF with your Personal Information and/or Browsing Information, you consent to our collection, transfer, and use of such information in accordance with this Privacy Notice. FNF Website Services for Mortgage Loans Certain FNF companies provide services to mortgage loan servicers, including hosting websites that collect customer information on behalf of mortgage loan servicers (the “Service Websites”). The Service Websites may contain links to both this Privacy Notice and the mortgage loan servicer or lender’s privacy notice. The sections of this Privacy Notice titled When Information is Disclosed, Choices with Your Information, and Accessing and Correcting Information do not apply to the Service Websites. The mortgage loan servicer or lender’s privacy notice governs use, disclosure, and access to your Personal Information. FNF does not share Personal Information collected through the Service Websites, except as required or authorized by contract with the mortgage loan servicer or lender, or as required by law or in the good-faith belief that such disclosure is necessary: to comply with a legal process or applicable law, to enforce this Privacy Notice, or to protect the rights, property, or safety of FNF or the public. FNF Privacy Statement (Eff. April 9, 2020)Copyright © 2020. Fidelity National Financial, Inc. All Rights Reserved MISC0219 (DSI Rev. 04/10/20)Page 3 Order No. 45002680-450-SM-MW1 Your Consent To This Privacy Notice; Notice Changes; Use of Comments or Feedback By submitting Personal Information and/or Browsing Information to FNF, you consent to the collection and use of the information in accordance with this Privacy Notice. We may change this Privacy Notice at any time. The Privacy Notice’s effective date will show the last date changes were made. If you provide information to us following any change of the Privacy Notice, that signifies your assent to and acceptance of the changes to the Privacy Notice. We may use comments or feedback that you submit to us in any manner without notice or compensation to you. Accessing and Correcting Information; Contact Us If you have questions, would like to correct your Personal Information, or want to opt-out of information sharing for affiliate marketing, send your requests to privacy@fnf.com, by phone to (888) 934-3354, or by mail to: Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonville, Florida 32204 Attn: Chief Privacy Officer Attachment One – CA (Rev. 05-06-16)Page 1 © California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. ATTACHMENT ONE (Revised 05-06-16) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY – 1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1.(a)Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b)Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2.Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3.Defects, liens, encumbrances, adverse claims or other matters: (a)whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b)not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c)resulting in no loss or damage to the insured claimant; (d)attaching or created subsequent to Date of Policy; or (e)resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4.Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated. 5.Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6.Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1.Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2.Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3.Easements, liens or encumbrances, or claims thereof, not shown by the public records. 4.Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5.(a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 6.Any lien or right to a lien for services, labor or material not shown by the public records. CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1.Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: a.building; b.zoning; c.land use; d.improvements on the Land; e.land division; and f.environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2.The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3.The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4.Risks: a.that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b.that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; Attachment One – CA (Rev. 05-06-16)Page 2 © California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. c. that result in no loss to You; or d. that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors’ rights laws. 8. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 9. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner’s Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 16:1.00% of Policy Amount Shown in Schedule A or $2,500.00 (whichever is less) Covered Risk 18:1.00% of Policy Amount Shown in Schedule A or $5,000.00 (whichever is less) Covered Risk 19:1.00% of Policy Amount Shown in Schedule A or $5,000.00 (whichever is less) Covered Risk 21:1.00% of Policy Amount Shown in Schedule A or $2,500.00 (whichever is less) 2006 ALTA LOAN POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13 or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE {Except as provided in Schedule B - Part II,{ t{or T}his policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees or expenses, that arise by reason of: Attachment One – CA (Rev. 05-06-16)Page 3 © California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. {PART I {The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: 1.(a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2.Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3.Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4.Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5.(a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6.Any lien or right to a lien for services, labor or material not shown by the Public Records.} PART II In addition to the matters set forth in Part I of this Schedule, the Title is subject to the following matters, and the Company insures against loss or damage sustained in the event that they are not subordinate to the lien of the Insured Mortgage:} 2006 ALTA OWNER’S POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1.(a)Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i)the occupancy, use, or enjoyment of the Land; (ii)the character, dimensions, or location of any improvement erected on the Land; (iii)the subdivision of land; or (iv)environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b)Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2.Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3.Defects, liens, encumbrances, adverse claims, or other matters (a)created, suffered, assumed, or agreed to by the Insured Claimant; (b)not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c)resulting in no loss or damage to the Insured Claimant; (d)attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e)resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4.Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is (a)a fraudulent conveyance or fraudulent transfer; or (b)a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5.Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees or expenses, that arise by reason of: {The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: 1.(a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2.Any facts, rights, interests, or claims that are not shown in the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3.Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4.Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and that are not shown by the Public Records. 5.(a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6.Any lien or right to a lien for services, labor or material not shown by the Public Records. } 7.{Variable exceptions such as taxes, easements, CC&R’s, etc. shown here.} Attachment One – CA (Rev. 05-06-16)Page 4 © California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY – ASSESSMENTS PRIORITY (04-02-15) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys’ fees or expenses which arise by reason of: 1.(a)Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i)the occupancy, use, or enjoyment of the Land; (ii)the character, dimensions, or location of any improvement erected on the Land; (iii)the subdivision of land; or (iv)environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. (b)Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. 2.Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3.Defects, liens, encumbrances, adverse claims, or other matters (a)created, suffered, assumed, or agreed to by the Insured Claimant; (b)not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c)resulting in no loss or damage to the Insured Claimant; (d)attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or (e)resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4.Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5.Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury, or any consumer credit protection or truth-in-lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6.Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7.Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b) or 25. 8.The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9.Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy. 10.Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 11.Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. SCHEDULE C CONFIDENTIAL SLPC ETRANS CREDIT MEMORANDUM SCHEDULE D SCHEDULE E SCHEDULE H 12/3/2020 City of Fresno - FAASTER https://lmsaca.fresno.gov/CitizenAccess/2/2 Home Building Public Works/Utilities Fire Parks Create an Application Obtain a Fee Estimate Search Applications Logout Reports (3) Cart (0)Collections (0)Logged in as:larry fowlerAnnouncements Search... Planning/Land Division Record Info Payments Project Location 920 TOPEKA AVE FRESNO CA 93721 Record Details larry fowler United Grow 69 South Linden Avenue South San Francisco, CA, 94080 United States Primary Phone:6508876698 larry@unitedcoachtours.com Applicant:Project Description: zil zone inquiry letter for cannabis cultivation, distribution and manufacturing permit Owner: GM GABRYCH FAMILY LIMITED PARTNERSHIP 2006 HIGHWAY 395 FALLBROOK CA 92028 GENERAL INFORMATION Existing Use on the site:cannabis permit Confirmation of zoning:Yes Conformity of Use to the Fresno Municipal Code Zoning Ordinance:Yes Ability to Rebuild the Present Use on the Site:Yes Is the building or site occupied or vacant?:Vacant If add'l/specific info is requested beyond the info checked above, state the information requested: zone inquiry letter for cannabis cultivation, distribution and manufacturing permit Parcel Number: 46802078 More Details Application Information Parcel Information Record P20-03982: Zoning Inquiry Record Status: In Process Add to cart Add to collection 2020 City of Fresno All rights reserved. Payment Detail Report Record: P20-03982 Zoning Inquiry Address: 920 TOPEKA AVE , FRESNO 93721 APN: 46802078 RECEIPT NUMBER PAYMENT METHOD PAYMENT DATE TRANSACTION CODE FEE NAME INVOICED AMOUNT CC FEE TOTAL PAID 692365 Credit Card 10/27/2020 132522513 Response to other/specialized questions Total For Receipt 692365 TOTAL PAID FOR P20-03982 Invoice Detail Report Invoice Number Fee Item Invoice Date Transaction Amount Status Amount Paid Balance Due 606701 Response to basic zoning questions identified on application 10/27/2020 606701 Response to other/specialized questions 10/27/2020 TOTAL Record Number: P20-03982 Record Information: Zoning Inquiry-zil Address:920 TOPEKA AVE FRESNO, CA 93721 APN: 46802078 10/27/2020 12:17:45 PM SCHEDULE I City of FRESNO INDEMNIFICATION AND HOLD HARMLESS AGREEMENT FOR COMMERCIAL CANNABIS BUSINESS PERMIT APPLICATION To the fullest extent permitted by law, the City of Fresno (City) shall not assume any liability whatsoever with respect to having issued a commercial cannabis business permit pursuant to Fresno Municipal Code Section. 9-3333 or otherwise approving the operation of any commercial cannabis business or cannabis retail business. In consideration for the submittal of an application for a commercial cannabis business permit application and/or issuance of a cannabis business permit, and to the furthest extent allowed by law, Applicant does hereby agree to indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by City, Applicant or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of the issuance of a cannabis business permit. Applicant's obligations under the preceding sentence shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of City or any of its officers, officials, employees, agents or volunteers. Applicant must, at the time of permit issuance, maintain insurance at coverage limits and with conditions thereon determined necessary and appropriate from time to time by the City Manager. Applicant shall conduct all defense at his/her/its sole cost. The fact that insurance is obtained by Applicant shall not be deemed to release or diminish the liability of Applicant, including, without limitation, liability 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 independent of and separate from the duty to indemnify and such duty to defend exists regardless of any ultimate liability of Applicant. The policy limits do not act as a limitation upon the amount of defense and/or indemnification to be provided by Applicant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Applicant, its officials, officers, employees, agents, volunteers or invitees. City shall be reimbursed for all costs and expenses, including but not limited to legal fees and costs and court costs, which the city may be required to pay as a result of any legal challenge related to the city's approval of the applicant's commercial cannabis business permit. The City may, at its sole discretion, participate at its own expense in the defense of any such action, but such participation shall not relieve any of the obligations imposed hereunder. This Indemnification and Hold Harmless Agreement shall survive the expiration or termination of the Application and/or Permit. The undersigned acknowledges that he/she (i) has read and fully understands the content of this Indemnification and Hold Harmless Agreement; (ii) is aware that this is a contract between the City and Applicant; (iii) has had the opportunity to consult with his/her attorney, in his/her discretion; (iv) is fully aware of the legal consequences of signing this document; and (v) is the Applicant or his/her/its authorized signatory. Signed on this 3rd day of December AppliJ."" Kevin Lu, United Coach Tours, Inc. Print Name and Company Name 920 S. Topeka Ave, Fresno, CA 97321 Address Telephone Number 2020. City Employee Signature Print Name Title Telephone Number City of FRESN(j OWNERSHIP ACKNOWLEDGEMENT FORM FOR COMMERCIAL CANNABIS BUSINESS PERMIT APPLICATION It is the intent of the City of Fresno to promote equitable ownership and employment opportunities in the cannabis industry to decrease the disparities in life outcomes for marginalized communities and to provide opportunities for local residents to compete for cannabis business permits. Therefore, this notice is to clarify the eligibility requirements in order to receive qualification as a Social Equity Applicant or points for Local Preference by establishing this acknowledgement to provide additional protections to mitigate against potential predatory practices. In order to qualify as a social equity applicant, or for the full points relating to the local preference criteria, the business entity must have ownership that meets the respective eligibility factors and hold at least 51% ownership interest. The social equity eligibility requirements are identified in FMC section 9-3316(b)(6), while the local preference criteria is identified in FMC 9- 3317(a) and the application evaluation criteria 2.5 {Appendix A). This majority interest can be rnade up of a single individual that meets this criteria, or any combination of individuals that hold at least 20% interest individually and meet the definition of an owner in FMC 9-3304(j). The cannabis social equity permits, and the local preference criteria are intended for the benefit of the Social Equity or Local Preference Individual Applicants related to business profits, proceeds of the sale of business assets, voting rights and additional protections. This also requires the Social Equity or Local Preference Owner to receive the Equity Share percent of the retained earnings and 100 percent of the unencumbered value of each share of stock, member interest or partnership interest owned in the event of the dissolution of the entity to their equity share, or 100 percent of the value of each of stock, member interest or partnership interest in the event that the stock, member interest or partnership interest is sold. Chief among the concepts of equity share, is unconditional ownership which means such individual(s) will receive equal profits, and distributions or other payments proportionate to their ownership interests. This is intended to ensure true ownership by the Social Equity or Local Preference Individual Applicant and as such, prohibits the divestment or relinquishment of any part of their ownership under any circumstance. In addition, the Equity Share is also expanded to address voting rights on fundamental decisions relating to the business and control of at least the equity share percent of the voting rights on all decisions involving the operation of the business. Furthermore, it requires the Social Equity or Local Preference Individual owner be the highest officer position of the business or that another individual is appointed to that position by mutual agreement of the parties. This requirement is also subject to being audited to assess compliance and the Social Equity or Local Preference Owner can initiate legal action due to a breach of contract agreement, and the City may suspend and/or revoke a license if any provision in an operating agreement violates any of the Equity Share or Local Preference requirements. Lastly, all applicants will be required to incorporate an addendum into their operating agreements that makes any provision ineffective, unenforceable, null and void, if it is inconsistent with, or in violation of, the Equity Share requirements. As proposed, Social Equity Applicants or Local Preference Applicants will be required to verify under Section 9-3316(b)(6), 9-3317(a), and Criteria 2.5 of appendix A that they meet the definition of a Social Equity or Local Preference Owner at the time of applying for a permit or permit renewal. The City shall have the sole and absolute discretion to determine whether the Applicant qualifies as a Social Equity Applicant and the number of points for Local Preference. The undersigned acknowledges that he/she has read and fully understands the content of this Agreement and is the Applicant or his/her/its authorized signatory. ~A December 3, 2020 Date Signed Kevin Lu President Print Name Title United Coach Tours, Inc. 920 S. Topeka Ave, Fresno, CA 93721 Company Name Address/Telephone AFFIDAVIT PURSUANT TO FMC §9-3319(D) I, Kevin Quan Xian Lu, am the President and CEO of United Coach Tours, Inc. and am a principal for the application submitted hereto, and I declare the following in support of the commercial cannabis permit application submitted hereto: The facts stated in this affidavit are within my personal knowledge and if called to testify, I could testify competently to them. The contents of the application and all information contained therein for the commercial cannabis permit submitted hereto is true and correct. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this 3rd day of December, 2020, at Dublin, California Dated rf,,r.jµ,z_.o -4-~--- KevinQuan Xian Lu AFFIDAVIT PURSUANT TO FMC §9-3316(c) I, Kevin Quan Xian Lu, am the President and CEO of United Coach Tours, Inc. and am a principal for the application submitted hereto, and I declare the following in support of the commercial cannabis permit application submitted hereto: The facts stated in this affidavit are within my personal knowledge and if called to testify, I could testify competently to them. United Coach Tours, Inc., the applicant for the commercial cannabis permit application attached hereto, intends and shall employ within one year of receiving a commercial cannabis business permit, at least one supervisor and one employee who has completed a Cal-OSHA industry outreach course offered by a duly authorized training provider in compliance with Fresno Municipal Code section 9-3319(d). I declare under penalty of perjury under the laws of the State of California that the foregoing is :::d/c;;t~/4:s 3'' day ofDecember, 2020, at ~filllonria ~ Kevin Quan Xian Lu AFFIDAVIT PURSUANT TO FMC §9-3319(0) I, Alan Bo Wu, am an officer of United Coach Tours, Inc. and am a principal for the application submitted hereto, and I declare the following in support of the commercial cannabis permit application submitted hereto: The facts stated in this affidavit are within my personal knowledge and if called to testify, I could testify competently to them. The contents of the application and all information contained therein for the commercial cannabis permit submitted hereto is true and correct. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this 3"' day of December, 2020, at Dubl~ornia \ Dated: \2..0~~-1,,02,o ~ ~ AFFIDAVIT PURSUANT TO FMC §9-3316(C) I, Alan Bo Wu, am an officer of United Coach Tours, Inc. and am a principal for the application submitted hereto, and I declare the following in support of the commercial cannabis permit application submitted hereto: The facts stated in this affidavit are within my personal knowledge and if called to testify, I could testify competently to them. United Coach Tours, Inc., the applicant for the commercial cannabis permit application attached hereto, intends and shall employ within one year of receiving a commercial cannabis business permit, at least one supervisor and one employee who has completed a Cal-OSHA industry outreach course offered by a duly authorized training provider in compliance with Fresno Municipal Code section 9-3319(d). I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this 3rd day of December, 2020, at Dublin, California Alan Bo Wu UCTC CANNABIS COMMUNITY BENEFITS AND INVESTMENTS PLAN To be completed. UCTC CANNABIS LOCATION PLAN To be completed. 1 | P a g e UCT CANNABIS NEIGHBORHOOD COMPATIBILITY PLAN 2 | P a g e Table of Contents SUMMARY ....................................................................................................................................... 3 ODOR MITIGATION ........................................................................................................................ 4 ULPA Filters ............................................................................................................................... 5 PCO Air Cleaner ......................................................................................................................... 5 Electrostatic Air Cleaner ............................................................................................................. 5 NUISANCE MANAGEMENT .............................................................................................................. 5 3 | P a g e SUMMARY The location of UCT Cannabis’s facility is at 920 S. Topeka Avenue, Fresno, California, which lies in the Van Ness Industrial District. The area is largely comprised of warehouses and heavy industrial structures. Although recently redeveloped to improve the roadways, the area is infrequently traveled by commuters or by pedestrians. We believe this to be an ideal location for the cultivation of cannabis with minimal traffic, lower likelihood to negatively impair on our neighbors, and an opportunity to invest in a largely unoccupied part of the city. 4 | P a g e The interior of the facility is manufactured and will be demolished for complete new interior construction. ODOR MITIGATION Although located in a heavy industrial zone, UCT Cannabis shall take all steps to mitigate against odor and other nuisances. Our approach towards air quality management and mitigation is comprised of focusing on the heating, ventilation and air conditioning (HVAC) systems. UCT Cannabis will contract licensed engineers in addition to an HVAC service company licensed with the State of California to implement a comprehensive system for proper airflow, maintaining healthy internal air quality and mitigation against exposure to the outside. The best practices and industry-approved equipment ensures redundancies across our system that exceed directives from city and state to absorb and eliminate cannabis odors. Our odor and noise management systems will prevent odor generated inside the facility from being detected outside our facility and anywhere on adjacent property. 5 | P a g e ULPA Filters UCT Cannabis will utilize ULPA filters in our HVAC systems with an ultra-quiet blower that creates negative pressure. All ingress and egress points will be separately fit with ULPA-filtered recirculation fans as a redundancy to eliminate odors. All rooms housing flowers in particular will have redundantly reinforced air filtration systems, not only at the points of entry but spaced throughout each room for maximum mitigation. PCO Air Cleaner UCT Cannabis will also be deploying ozone-free photocatalytic oxidation (PCO) air cleaners, which are capable of removing more than 99.999% of organic contaminants, for use in all cultivation rooms where the highest concentration of odor emanates. PCO is a NASA-developed technology for use of eliminating organic contaminants in space. Electrostatic Air Cleaner UCT Cannabis will also install electrostatic air cleaners, which are highly efficient filtration devices that use electrostatic attraction to remove fine particulate matter such as dust and smoke from the air. NUISANCE MANAGEMENT UCT Cannabis will enact the following practices to ensure a "good-neighborhood policy" with prospective neighborhood business establishments and communities: ➢ Provide a pleasing storefront absent of offensive signs or symbols that may attract undesirable Individuals or Inspire neighborhood bad relations. ➢ Operate a well-run, clean, store staffed with Industry professionals. ➢ Hire on-site security personnel to ensure the safety of customers and employees. ➢ Ensure the placement of hi-tech security systems, fighting, fencing, alarms, etc., to promote a safe environment for employees ➢ Establish effective banking and cash-handling practices so as not to endanger employees or clientele by exposing them to risk of robbery or physical harm. ➢ Maintain positive relations with local police departments, municipalities, and elected officials to ensure compliance with local laws and promote the safety of ➢ the neighboring community. ➢ Remove graffiti and prevent loitering. ➢ Provide a 24/7 telephone hotline, responsive website, email dedicated to receiving and responding to feedback and/or complaints. ➢ Assign a local Community Liaison who will be able to address any complaints, feedback and/or concerns from neighboring businesses and community ➢ members. 1 | P a g e UCT CANNABIS FIRE SAFETY PLAN 2 | P a g e Table of Contents Summary ........................................................................................................................................ 3 General Plan .................................................................................................................................. 3 Responsibilities of Employees .................................................................................................... 3 Evacuation Procedures ................................................................................................................. 3 Emergency Exits............................................................................................................................ 4 3 | P a g e Summary UCT Cannabis is committed to complying with all state and local fire code requirements. Fire prevention is a vital aspect of safety for our employees, neighborhood and our community. In addition to the fire safety protocols outlined in the security POST Orders, UCT Cannabis’s Fire Safety Plan will implement both physical and functional initiatives for the protection of all. All physical construction will comply with the development standards in the California Fire Code and Chapter 10 of the Fresno Municipal Code. The design of the building, including trash receptacles, screen of mechanical equipment, landscaping, and parking or loading zones. General Plan An effective fire safety and emergency evacuation plan requires the coordination of many occupants in a building. All building occupants, including staff, contractors, and other personnel need to be aware of their roles and responsibilities in case of an emergency. This section outlines specific responsibilities for staff and personnel engaged to be on the premises. Visitors should also be instructed on proper response to alarms and the requirement to evacuate. Responsibilities of Employees 1. Be familiar with building emergency procedures and act in the event of an emergency 2. Participate in drills and training as required. 3. Inform and assist visitors unfamiliar with building procedures as appropriate prior to and during an emergency. 4. Supervisors orient new employees of this plan upon hire. 5. Be familiar with guidelines herein to evacuate, take refuge, or stay in place if you are a person with mobility disabilities. 6. Wear a face covering when inside a building and continue to wear it outside in designated evacuation area. It is assumed employees away from their workstation during communicable disease restrictions will be wearing their face covering. Evacuation Procedures These procedures focus on evacuation of occupants as a result of a fire or other building emergency. 1. Assume all alarms are real unless an announcement has been made just prior to the alarm. 2. Upon fire alarm, wear face covering if possible. 3. Begin immediate evacuation of the building or area as outlined in Section 4 Emergency Procedures. 4. Take your keys and valuables and close doors behind you as you exit. 5. Evacuate via the nearest stairwell or grade level exit. Do not prop doors open; doors must remain closed to prevent smoke migration in the event of a fire. 6. Go to the pre-determined Evacuation Assembly Point (EAP), typically outdoors at a safe distance from the building and out of the way of emergency services. 4 | P a g e 7. Persons with disabilities who are unable to evacuate will follow their personal plan to take refuge or report to an area of evacuation assistance (see section 5). Emergency Exits Emergency exits are marked on the floorplan, in addition to the provision and accessibility of fire extinguishers. Evacuation floor plans help to identify exits and exit routes for the building. Occupants should go to the nearest exit when the alarm sounds or in case of an emergency. If access to the nearest exit is obstructed, an alternate exit should be taken. 1 | P a g e UCT CANNABIS PHYSICAL SECURITY PLAN 1 | P a g e UCT CANNABIS SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 2 | P a g e Table of Contents Summary ........................................................................................................................................ 3 Employment and Personnel ......................................................................................................... 3 Living Wage................................................................................................................................ 3 Employment Benefits.................................................................................................................. 3 Labor Peace Agreement .......................................................................................................... 3 Commercial Cannabis Recruitment (9-3316(b)(1)) .................................................................... 4 Locally Managed and Operated .................................................................................................. 4 Outreach Programs ...................................................................................................................... 4 Educational Benefits ..................................................................................................................... 5 Social Equity Business Incubator ................................................................................................ 5 3 | P a g e Summary As an outside enterprise pursuing licensure in the City of Fresno, UCT Cannabis is dedicated towards not only participating but engaging in an active role to contribute towards the socio- economic welfare of this community. UCT Cannabis recognizes the significance of the City’s economy and its crucial role in the physical development of the City, together with the policies and programs important to its residents. Success is more than the business but also the relationship a business has with its customer. That relationship is founded on having a clear, consistent and collaborative plan to incorporate the customer in the success of the business. UCT Cannabis approach to business is to create such a plan, nurture it, and support its growth. Our holistic approach begins by empowering our personnel that will help build the community that we wish to join and contribute. Employment and Personnel Living Wage It is of paramount importance for UCT Cannabis to support this adopted community and its residents with beneficial employment opportunities. We recognize that an investment into the community is an enriching investment for ourselves as well. All employees of UCT Cannabis will be compensated above the living wage model for Fresno County, including part-time and full-time employees1, fully compliant with IWC Wage Order 4-2001 with regard to daily and weekly overtime rates. As described in greater detail in our business plan, employees will be compensated at an hourly rate not less than $ per hour, which is commensurate to an annual salary of $ Employment Benefits All employees of UCT Cannabis will be provided employer paid health insurance plans, including vision and dental after 90-day probationary period. UCT Cannabis will also offer a childcare plan contribution plan, where UCT Cannabis will credit an employee’s dependents for qualified childcare expenses. UCT Cannabis will comply with all state requirements for paid sick leave and adhere to state and federal medical leave provisions. Labor Peace Agreement UCT Cannabis anticipates hiring at least six employees during the first year of operation. Pursuant to AB 1291, UCT Cannabis intends to comply with the provision of a contemplated labor peace agreement in cooperation a bona-fide labor organization. 1 Living Wage Calculator for Fresno County, California, livingwage.mit.edu/counties/06019. 4 | P a g e Commercial Cannabis Recruitment (9-3316(b)(1)) In an effort to ensure not only meeting but exceeding the requirements set forth in Fresno Municipal Code section 9-3316(b)(1), UCT Cannabis intends to partner with the Fresno Economic Opportunities Commission (the “FEOC”) to recruit from their Workforce Connection Young Adult Program. The FEOC operates this program to work with low-income youths between the ages of 14 through 24 to promote education, including tutoring, instruction, practical training, and mentoring. We believe this program to be an excellent opportunity to not only empower local individuals but also low-income individuals that represent the future of this community. We believe a partnership and investment in the youth of the community represents not only a benefit to the community but also an opportunity for the development of unique skillsets in this growing industry. In addition to empowerment of our youth, UCT Cannabis also intends to connect with the Fresno Regional Workforce Development Board and the Fresno County Veteran Service Office to identify key partners, programs or methods of interacting with others in the community. Locally Managed and Operated UCT Cannabis is committed to the initial hiring of at a minimum its junior grower and bud trimmers to be residents of the City of Fresno, together with its general manager if feasible. Additionally, UCT Cannabis intends to specifically require that the private security firm it will contract to provide security personnel that are residents of Fresno. Although UCT Cannabis anticipates the hiring of a master grower and the engagement of a qualified cannabis consultant outside of Fresno, UCT Cannabis is dedicated to the enrichment and contributions to Fresno and maintaining a locally-constructed and operated business. Outreach Programs UCT Cannabis is committed to allocating fifteen percent (15%) of its EBITDA profits towards its outreach programs and for charitable donations that benefit the City of Fresno. Following in the footsteps of Element 7 and the Fresno Public Defender’s Office, UCT Cannabis hopes to also partner with local law offices and host an event for free legal assistance to Fresno residents with drug-related criminal records for expungement of convictions. In consideration of COVID-19 restrictions, quarantines and possible shelter-in-place orders, UCT Cannabis is currently exploring options and logistics of conducting a series of clinics on an interval basis using remote technology (i.e., Zoom). We are also exploring opportunities and ethical considerations to partner with local law firms in Fresno for prepaid legal services relating to expungements. In addition to expungement clinics, UCT Cannabis intends to connect with organizations such as The Light House, Fresno Rescue Mission, and BAART Narcotic Treatment Center for 5 | P a g e opportunities to partner for joint events or sponsored programs that support low income families battling against addiction and rehabilitation. Educational Benefits UCT Cannabis will provide free training and continuing education opportunities for its employees. Additionally, apart from or in addition to adhering to the compliance requirements under Fresno Municipal Code section 9-3316(c), UCT Cannabis will make available and sponsor any employee to enroll in outreach training programs offered by Cal-OSHA, at the CAL-OSHA Training Institute Education Center in Dublin, California. Social Equity Business Incubator UCT Cannabis offers a unique opportunity to service its community as an equity incubator. Our intended facility, which we are in the process of closing escrow to secure, offers 16,875 square feet, of which no more than 12,000 square feet will be used as functional space. With the coordination of the Office of Cannabis, our facility will be ideal for the provision of onsite space to an equity applicant in a manner compliant with Fresno Municipal Code section 9-3308(c). UCT Cannabis will be committed to being an asset to the local community. We aim to enhance the local community by being a safe, professional business that is considerate and dedicated to the advancement of the community. We hope to encourage and contribute to the community’s overall health, together with the promotion of awareness of the benefits of cannabis and derivatives through education and outreach. .