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HomeMy WebLinkAboutC-20-7 Flavors of Fresno RedactedApplicant (Entity) Information Application Type Proposed Location Commercial Cannabis Business Permit Application C-20-7 Submitted On: Dec 03, 2020 Applicant Angilbert Sarkis (209)996-5959 bert@thepremier.group Applicant (Entity) Name: Blue Fire, INC. DBA: Flavors of Fresno Physical Address: 3075 N. Maroa Ave. City: Fresno State: CA Zip Code: 93726 Primary Contact Same as Above? Yes Primary Contact Name: Angilbert Sarkis Primary Contact Title: CEO Primary Contact Phone: (209)996-5959 Primary Contact Email: Bert@thepremier.group HAS ANY INDIVIDUAL IN THIS APPLICATION APPLIED FOR ANY OTHER CANNABIS PERMIT IN THE CITY OF FRESNO?: No Select one or more of the following categories. For each category, indicate whether you are applying for Adult-Use (“A”) or/and Medicinal (“M”) or both Both Please make one selection for permit type. If making multiple applications, please submit a new application for each permit type and proposed location. Permit Type Retail (Storefront) Business Formation Documentation: Corporation Property Owner Name: Bert Sarkis & Devin Stetler Proposed Location Address: 3075 N. Maroa Ave. City: Fresno State: CA Zip Code: 93726 Property Owner Phone: Property Owner Email: -- Assessor's Parcel Number (APN): 443-080-36 Proposed Location Square Footage: Supporting Information Application Certification 8000 List all fictitious business names the applicant is operating under including the address where each business is located: Blue Fire 1975 Olive Ave. W. Merced, Ca 95348 (Retail) Fire House 1601 Main ST. W. Turlock, Ca 95380 (Retail) Flavors 2213 Patterson Rd. Riverbank, Ca 95367 (Retail) PCF 1442 Angie Ave. Modesto, Ca 95351 (Retail) PCF Distro 1442 Angie Ave. Modesto, Ca 95351 (Distributor) Phenos 1234 Mchenry Ave. Suite C. Modesto, Ca 95350 (Retail) Has the Applicant or any of its owners been the subject of any administrative action, including but not limited to suspension, denial, or revocation of a cannabis business license at any time during the past three (3) years? No Is the Applicant or any of its owners currently involved in an application process in any other jurisdiction? Yes If so, please list and explain: Tracy, Ca I hereby certify, under penalty of perjury, on behalf of myself and all owners, managers and supervisors identified in this application that the statements and information furnished in this application and the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the facts, statements, and information presented are true and correct to the best of my knowledge and belief. I understand that a misrepresentation of fact is cause for rejection of this application, denial of the permit, or revocation of a permit issued. In addition, I understand that the filing of this application grants the City of Fresno permission to reproduce submitted materials for distribution to staff, Commission, Board and City Council Members, and other Agencies to process the application. Nothing in this consent, however, shall entitle any person to make use of the intellectual property in plans, exhibits, and photographs for any purpose unrelated to the City's consideration of this application. Furthermore, by submitting this application, I understand and agree that any business resulting from an approval shall be maintained and operated in accordance with requirements of the City of Fresno Municipal Code and State law. Under penalty of perjury, I hereby declare that the information contained in within and submitted with the application is true, complete, and accurate. Iunderstand that a misrepresentation of the facts is cause for rejection of this application, denial of a permit or revocation of an issued permit. A denial or revocation on these grounds shall not be appealable (FMC 9-3319(d)). Name and Digital Signature true Title CEO Please note: the issuance of a permit will be determined based on the application you submit and any major changes to your business or proposal (i.e. ownership, location, etc.) after your application is submitted may result in a denial. All applications submitted are considered public documents for Public Records Act request purposes. For details about the information required as part of the application process, see the Application Procedures & Guidelines, City of Fresno Municipal Code Article 33 and any additional requirements to complete the application process. All documents can be found online via this link. For questions please contact the City Manager’s Office at 559.621.5555. Business Name: Flavors of Fresno Application # C-20-7 CANNABIS BUSINESS PERMIT APPLICATION REVIEW - RETAIL Points Possible All or None Exceptional Good Acceptable Applicant Score Evaluation Notes (Explain each time points are deducted) SECTION 1: BUSINESS PLAN 300 Points Possible for Section 1 Resume: Resumes Provided for All Owners Score 5 5 5 Resumes Provided in 2-page Format Score 2 2 2 Education: (select highest academic level among ownership team, cannabis specific education separately) Cannabis specific education/training (accredited)2 2 0 Education not listed High School Degree Reported Score 4 4 0 Education not listed Bachelor's Degree Reported Score 6 6 0 Education not listed Master's Degree or Higher Reported Score 8 8 0 Education not listed Experience: (among ownership team, select one at highest level) Regulated Cannabis Retail Ownership Experience CA 13 13 13 Regulated Cannabis Retail Experience CA (management level or below) Score 10 10 - Other Retail Business Experience Reported, More than 5 years or 8 8 - Other Retail Business Experience Reported, Less than 5 Years Score 5 5 - 1.1 Sub-Total:30 20 Construction Cost Estimate: Construction Cost Estimate Provided Score 8 8 6 4 4 Very basic, needs much more detail Construction Contingency Factor Included Score 6 6 0 not included All Labor, Trades, Materials, Supplies and Permits and other Cost Factors Identified Score 6 6 4 2 2 Very basic, needs much more detail Reference Data Provided for Unit Cost Factors Score 5 5 3 1 3 Mentions in explanation that data is based on current store they are operating Operation and Maintenance Cost Estimates: Operation and Maintenance Cost Estimate Provided Score 8 8 6 4 4 Very basic, needs much more detail All Labor, Trades, Materials, Supplies, Utilities, and other Cost Factors Identified Score 6 6 4 2 4 Has some breakdown in salaries, but needs more detail Annual Cost Escalators for Operating Costs Provided Score 6 6 4 2 2 Salary costs shown as escalating, but no others, & no explanation Reference Data Provided for Unit Cost Factors Score 5 5 3 1 3 Mentions in explanation that data is based on current store they are operating 1.2 Sub-Total:50 22 Proof of Capitalization Specific to one or more Owners Score 5 5 5 Proof of Capitalization Specific to Business Name/Address Score 5 5 5 Proof of Capitalization Sufficient to Cover Proforma (3 months) and Construction Costs Score 15 15 15 Has but the letters are old, from 2018 so I have some concern that they were given for another store startup. Not sure if still good. Certified Audited Financial Report Provided for one or more Owners Score 5 5 0 No report included Score one of the following for a maximum 20 points: Capital source is 100% liquid (cash in owners bank, no debt obligation)20 20 - Capital souce is debt obligation (letter of credit/loan from individual or institution) 10 10 10 Capital consists of non-liquid assets (i.e. real property)8 8 - Capital consists of a mixture of liquid and non-liquid assets 15 15 - 1.3 Sub-Total:50 35 Three Years of Data Provided Score 10 10 8 6 6 Very basic, needs much more detail Total Gross Revenue Estimates Provided 3 3 0 Not provided Total Gross Revenue by Product Type (flower and manufactured) Identified 3 3 3 1.1 Owner qualifications. Resumes are not to exceed two (2) pages per owner. (30 points possible) 1.2 A budget for construction, operation, and maintenance, compensation of employees, equipment costs, utility cost, and other operation costs.(50 points possible) 1.3 Proof of capitalization in the form of documentation of cash or other liquid assets on hand, Letters of Credit or other equivalent assets which can be verified by the City. (50 Points Possible) 1.4 Pro forma for at least three years of operation. Criteria Narrative Criteria Narrative Criteria Narrative Total Personnel Costs Provided 5 5 4 3 3 Only as one line item, no benefits, etc. listed, no explanations Total Property Rental or Purchase Costs Provided 2 2 2 Total Utilities Costs Provided 2 2 2 Total Cannabis Product Purchase Expense Provided 2 2 2 All Contract Services Identified 2 2 0 Not identified Annual Net Revenue Identified 3 3 3 Annual Cost Escalators Identified 4 4 3 2 3 Some costs shown as escalating, but not all, no explanations Annual Estimated Sales Tax Payments to State Provided 2 2 0 Not included Annual Estimated Sale Tax Payments to City of Fresno Provided 5 5 5 Annual Business Tax License and Cannabis Permit Fee Provided 2 2 2 Annual Net Income Provided 5 5 5 Scoring Guidance full points for realistic figures for all three years. Dock points for severe miscalculations, unrealistic estimates, or providing less than the request three years. 1.4 Sub-Total:50 36 Hours of Operation Provided Score 5 5 5 Hours of Operation Provided for all 7 days of the week Score 3 3 3 states schedule is "daily" Hours of Operation Provided for Holidays Score 2 2 0 Holidays not mentioned Opening and Closing Procedures Provided Score 10 10 8 6 6 Does not detail opening/closing procedures Scoring Guidance full points for describing information in detail. Dock points for leaving information out or not providing enough detail. 1.5 Sub-Total:20 14 1.6.1 Fully describe the day-to-day operations if your applying for a retail permit i. Describe customer check-in procedures. 20 20 15 10 10 Does not describe who is responsible for validating ID (security, reception, etc.) Does not discuss how they will be admitted to sales floor (9-3310(a)(4)) II. Identify location and procedures for receiving deliveries during business hours.10 10 8 6 0 Does not describe location nor procedures. Only describes distribution network. iii. Identify the name of the Point-of-sale system to be used and the number of Point-of-Sale locations.10 10 10 IndicaOnline ; pg 10 - assume 15 registered iPads are POS locations. iv. The estimated number of customers to be served per hour/day.20 20 15 10 10 Refers to current store averages, not specific to proposed location. v. Describe the proposed product line to be sold and estimate the percentage of sales of flower and manufactured products.20 20 15 10 20 vi. If proposed, describe delivery service procedures, number of vehicles and product security during transportation. (if no delivery service application must state this clearly for full points)20 20 15 10 0 Does not address delivery service. 1.6 Sub-Total:100 50 Section 1 Total:300 177 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE 400 Points Possible for Section 2 Description of Commitment to pay a Living Wage provided Score 10 10 8 6 0 Does not make committment to pay living wage. Only states what entry level employees currently make in their other locations Definition of Living Wage Provided Score 5 5 4 3 0 Does not define living wage or provide reference Living Wage Defined as Greater than Minimum Wage Score 5 5 0 Living wage was not defined by applicant 2.1 Sub-Total:20 0 Wages and Salary CCB Entry-Level Hourly Wage Greater than Minimum Wage 5 5 5 CCB Entry-Level Annual Salary Greater than Median Household Income ($50,432)5 5 0 Entry level is per hour Health Care Benefits CCB Offers Medical Coverage to All Employees Score 5 5 0 health care not provided. CCB Offers Dental Coverage to All Employees Score 3 3 0 1.6 Daily operations. With as much detail as possible, the Business Plan should describe the day-to-day operations which meet industry best practices. This should include at a minimum the following criteria for each permit type in which you are applying for a permit. (100 points possible) 1.5 Fully describe hours of operation and opening and closing procedures. (20 points possible) Criteria Narrative Criteria Narrative Criteria Narrative Criteria Narrative 2.1 Describe whether the Commercial Cannabis Business is committed to offering employees a Living Wage. (20 points possible) Scoring Guidance: https://livingwage.mit.edu/counties/06019 2.2 Briefly describe benefits provided to employees such as health care, vacation, and medical leave, to the degree they are offered as part of employment. (50 points possible) CCB Offers Vision Coverage to All Employees Score 3 3 0 CCB Offers Health Reimbursement Account for Qualified Medical Expenses Score 1 1 0 Employee Pays $0 for Employee Medical Premium Score 3 3 0 Employee Pays $0 for Employee Dental Premium Score 2 2 0 Employee Pays $0 for Employee Vision Premium Score 2 2 0 Employee Pays less than $500 per month for Family Health Care Coverage (Medical, Dental, Vision) Score 2 2 0 Leave Benefits Number of Paid Vacation/PTO Days Per Year (10+ days excep; 6-9 days Good; 3-5 days Acceptable)5 5 4 3 0 No employee benefits described Number of Paid Holidays Per Year (10 or more paid holidays excep; 4-10 Good; 1-3 Acceptable)5 5 4 3 0 Number of days paid time off for Sick/Medical time (7+ days Exceptional, 4-6 days Good, 3 days acceptable (8 hour day))5 5 4 3 0 Retirement Offers employee retirement plan 2 2 0 Offers company match for employee retirement plan 2 2 0 2.2 Sub-Total:50 5 CCB Provides Tuition Reimbursement for Certificates Score 3 3 0 No educational reimbursements described CCB Provides Tuition Reimbursement for associate degrees Score 3 3 0 CCB Provides Tuition Reimbursement for bachelor's degrees Score 3 3 0 CCB Provides Tuition Reimbursement for master's degrees Score 3 3 0 CCB Provides Tuition Reimbursement for Specialized Commercial Cannabis Business Operations Training Score 3 3 0 CCB Offers General Training for Health and Safety, Workplace Environment, Customer Service, etc. 5 5 4 3 3 Only mentions cross-training and product demos. No specific training topics mentioned. 2.3 Sub-Total:20 3 General Recruitment Plan Provided Score 10 10 8 6 6 Provided recruitment philosphy/experience, not strategies. Social Policy Recruitment Plan Provided Score 10 10 8 6 6 Only strategy mentioned was customer recruitment. Recruitment Plan Includes Demographic Data for District, City or County Score 10 10 8 6 6 Provided some data about the number of women in the workforce but no other demographics. Recruitment Plan Includes List of CBOs, Non-Profits and Public-Agency Hiring Partners Score 10 10 8 6 0 Did not refer to this strategy Recruitment Plan Includes Hiring Targets (percentages) by Demographic Groups Score 10 10 8 6 0 No hiring targets mentioned. 2.4 Sub-Total:50 18 Owners Number of Owners 1 Number of Owners that live within the City of Fresno 0 Number of Owners that live in the County of Fresno 0 Number of Owners that Own a Business in the City of Fresno 0 51%+ ownership interest percent of the Owners live or own a business in the City Score 80 80 0 51%+ ownership interest percent of the Owners live or own a business in the County Score 40 40 0 Less than 50 percent equity of the Owners live or own a business in the City (If no owners are local, score zero)20 20 0 Managers Number of Managers (salaried, non-owners)11 Number of Managers that live in the City of Fresno 0 Number of Managers that Own a Business in the City of Fresno 0 100 percent of the Managers live or own a business in the City Score 20 20 0 No local management discussed. 75 to 99 percent of the Managers live or own a business in the City Score 15 15 0 50 to 74 percent of the Managers live or own a business in the City Score 10 10 0 Less than 50 percent of the Managers live or own a business in the City Score 5 5 0 2.5 Sub-Total:80 0 Criteria Narrative Criteria Narrative Data, non-scored. Write response in Evaluation Notes column. Data, non-scored. Write response in Evaluation Notes column. IF full points achieved for Ownership category, don't score managers. Section is total of 80 points possible. 2.3 Describe compensation to and opportunities for continuing education and employee training.(20 points possible) 2.4 Describe the Commercial Cannabis Business plan to recruit individuals who meet the criteria listed in the Social Policy Section 9-3316 (b) (1) of the Fresno Municipal Code (FMC) and the percentage of local employees it hires. (50 points possible) 2.5 Describe the extent to which the Commercial Cannabis Business will be a locally managed enterprise whose owners and /or managers reside within or own a commercial business within the City of Fresno, for at least one year prior to March 2, 2020.(80 points possible) Criteria Narrative Responsibilities Described for All Titles/Positions Score 20 20 15 10 20 2.6 Sub-Total:20 20 Does CCB have more than five employees 5 5 5 CCB has signed a peace agreement Score 5 5 5 Will sign upon 5th hire 2.7 Sub-Total:10 10 Work Force Plan Provided Score 10 10 8 6 10 Commitment to Local Hire Provided 10 10 8 6 6 Initially will be ran by existing staff (non-local). Committed to 80% local hire "once store is running smoothly". Commitment to Offer Apprenticeships Provided 10 10 8 6 0 only in-house training of staff provided Commitment paying for continuing education provided 10 10 8 6 0 only in-house training of staff provided Description of commitment to paying a living wage provide. (Score same as sec. 2.1) 10 10 8 6 0 Does not make committment to pay living wage. Only states what entry level employees currently make in their other locations 2.8 Sub-Total:50 16 CCB is willing to serve as Social Equity Business Incubator Score 100 100 80 60 60 Commits to serving as SE Business Incubator but only discusses employees rather than other social equity businesses. Mentorship and Training Score yes Equipment Donation Score Shelf Space Score Legal Assistance Score Finance Services Assistance Score yes Other Technical Assistance Score Scoring Guidance full points for willingness to serve with detailed plan offering at least three aspects mentioned above or of similar benefit. Less points for willingness to serve but vague or unclear commitment. Zero points if there is no clear commitment to serve as Incubator. 2.9 Sub-Total:100 60 Section 2 Total:400 132 SECTION 3: NEIGHBORHOOD COMPATIBILITY PLAN 300 Points Possible for Section 3 CCB will document complaints (time of complaint, nature of complaint, resolution of complaint) Score 10 10 8 6 6 Needs more detail CCB will established a dedicated contact person to receive complaints Score 10 10 10 CCB will establish a dedicated phone number to receive complaints Score 5 5 5 CCB will establish a dedicated email address to receive complaints Score 5 5 5 CCB will establish a response time standard for returning complaint calls and emails Score 5 5 0 Info not provided CCB will schedule or participate in periodic community meetings to engage with residents about the CCB operation Score 10 10 0 Info not provided Other measure unique to business (i.e. website complaint form)5 5 0 Info not provided Scoring Guidance full points for detailed proactive plan addressing all aspects mentioned. Dock points for leaving out aspect, vagueness, or reactive plans. 3.1 Sub-Total:50 26 Criteria Narrative Criteria Narrative Criteria Narrative 2.9 Describe whether the business is willing to serve as a Social Equity Business Incubator by offering support to local cannabis social equity businesses in the form of mentorship, training, equipment donation, a percentage of shelf space dedicated to Fresno equity business products, legal assistance, financial services assistance, or other technical assistance support.(100 points possible) 3.1 Describe how the CCB will proactively address and respond to complaints related to noise, light, odor, litter, vehicles, and pedestrian traffic.(50 points possible) Criteria Narrative Data to inform score on first line of this section. Write response in Evaluation Notes column. 2.8.3. Commitment to pay a living wage to its employees 2.6 Describe the number of employees, title/position and their respected responsibilities.(20 points possible) 2.7 Describe whether the CCB has five (5) or more employees and whether it has signed a labor peace agreement allowing employees to unionize without interference. (10 points possible) 2.8 Provide a workforce plan that includes at a minimum the following provisions: (50 points possible) 2.8.1. Commitment for 30% of employees to be local hires; the business must show that it has either hired or made a good faith effort to hire bona fide residents of Fresno who have not established residency after the submission of an application for employment with the applicant/permittee. 2.8.2. Commitment to offer apprenticeships and/or compensation for continuing education in the field; and Criteria Narrative CCB will maintain a listserv of community residents to update and information residents of business operations. 10 10 0 Info not provided CCB will schedule or attend periodic community meetings (at least annually) to engage with residents about the CCB operation Score 10 10 0 Info not provided CCB will prepare a community outreach and engagement plan Score 50 50 40 30 0 Info not provided CCB will issue periodic Newsletters to community providing information about CCB operations 10 10 0 Info not provided CCB will hire residents from the community work at the CCB Score 20 20 0 Info not provided Scoring Guidance full points for detailed proactive plan. Dock points for leaving out aspect, vagueness, or reactive plans. 3.2 Sub-Total:100 0 CCB has identified sensitive receptors to nuisance odors in vicinity of business operations Score 5 5 0 Info not provided CCB has prepared a nuisance odor control plan Score 10 10 8 6 6 Needs more detail Nuisance odor control plan identifies locations where fugitive emissions may exit the premise boundary Score 5 5 0 Info not provided Nuisance odor control plan describes specific odor control measures to reduce fugitive emissions exiting the premise boundary Score 5 5 0 Info not provided CCB has established an odor reporting system Score 5 5 0 Info not provided CCB will install a nuisance odor monitoring system Score 10 10 0 Info not provided 3.3 Sub-Total:40 6 CCB has identified the potential sources of nuisance odors for the business operation Score 10 10 8 6 6 Needs more detail Scoring Guidance full points for detailed proactive plan. Dock points for vagueness or reactive plans. 3.4 Sub-Total:10 6 Nuisance odor control plan describes specific odor control equipment Score 10 10 8 6 6 Needs more detail Nuisance odor control plan describes specific odor control measures/techniques Score 10 10 8 6 6 Needs more detail Odor control measures are identified for different nuisance odor sources Score 10 10 0 Info not provided 3.5 Sub-Total:30 12 Nuisance odor control plan describes the operation, monitoring, and maintenance requirements for odor control measures Score 10 10 10 Nuisance odor control plan describes the staff training required for system operations, maintenance, repair, and troubleshooting.10 10 0 Info not provided 3.6 Sub-Total:20 10 CCB has identified the sources of waste generated by the business operation Score 10 10 10 CCB has prepared a source-separation plan to segregate different sources of waste generated by business operations Score 10 10 0 Info not provided The source-separation plan identifies policy, procedures, and locations where different sources of waste are to be collected for disposal Score 10 10 8 6 0 Info not provided The source-separation plan describes specific measures to control the collection and disposal cannabis waste Score 10 10 0 Info not provided The name of licensed cannabis disposal company provided Score 10 10 10 3.7 Sub-Total:50 20 Section 3 Total:300 80 Criteria Narrative 3.7 Describe the waste management plan. (50 points possible) Criteria Narrative Criteria Narrative 3.2 Describe how the CCB will be managed to avoid becoming a nuisance or having impacts on its neighbors and the surrounding community.(100 points possible) 3.3 Describe odor mitigation practices.(40 points possible) 3.4 Identify potential sources of odor. (10 points possible) 3.5 Describe odor control devices and techniques employed to ensure that odors from cannabis are not detectable beyond the permitted premises. (30 points possible) 3.6 Describe all proposed staff odor training and system maintenance.(20 points possible) Criteria Narrative Criteria Narrative Criteria Narrative SECTION 4: SAFETY PLAN 300 Points Possible for Section 4 Safety Plan Prepared by Consultant Score 10 10 10 Safey Plan Assessed by Consultant Score (if prepared by, also give points for assessed by)10 10 0 no mention Safety Plan Prepared for CCB Address (specific proposed location) Score 10 10 0 none Safety Plan includes Site Plan of Premise Score 10 10 0 not provided Safety Plan includes Building Layout Plan Score 10 10 0 not provided 4.1 Sub-Total:50 10 Written Accident/Incident Procedure Provided Score 20 20 15 10 0 no procedures provided Procedures Address Multiple Accident/Incident Scenarios Score 10 10 8 6 0 none described Total Number of Scenarios Described Score 0 Active Shooter Incident Described Score 10 10 0 not mentioned Robbery Incident Described Score 10 10 0 not mentioned 4.2 Sub-Total:50 0 Evacuation Plan Provided Score 20 20 15 10 0 none provided Adequate Number of Evacuation Routes Identified Score 20 20 15 10 0 not shown Evacuation Route Distance to Public Right of Way Score 10 10 8 6 0 none provided 4.3 Sub-Total:50 0 Location of Fire Suppression System Elements Identified Score 10 10 0 none mentioned Type of Fire Suppression System Elements Identified Score 20 20 15 10 0 none mentioned Location of Fire Extinguishers Identified Score 10 10 8 in section 5 Adequate Number of Fire Extinguisher Locations Identified Score 10 10 8 6 5 unk, no floor plan dimensions 4.4 Sub-Total:50 13 Written Procedure for Fire Emergencies Provided Score 20 20 15 10 0 no written procedures Written Procedure for Medical Emergencies Provided Score 20 20 15 10 0 none Cardiac Arrest Medical Emergency Described Score 20 20 15 10 0 not mentioned Gunshot Wound Medical Emergency Described Score 20 20 15 10 0 not mentioned Other Medical Emergency Conditions Described Score 20 20 15 10 0 not mentioned 4.5 Sub-Total:100 0 Section 4 Total:300 23 SECTION 5: SECURITY PLAN 300 Points Possible for Section 5 Security Plan Prepared by Consultant Score 10 10 10 Security Plan Assessed by Consultant(if prepared by, also give points for assessed by) Score 10 10 10 Security Plan Prepared for CCB Address (specific proposed location) Score 10 10 10 Security Plan includes Site Plan of Premise Score 10 10 10 Security Plan includes Building Layout Plan Score 10 10 10 5.1 Sub-Total:50 50 4.3 Describe evacuation routes. (50 points possible) 4.2 Describe accident and incident reporting procedures. (50 points possible) Criteria Narrative 4.5 Describe procedures and training for all fire and medical emergencies.(100 points possible) 5.1 The Security Plan shall be prepared and/or assessed by a professional security consultant.(50 points possible) 4.1 The Safety Plan shall be prepared and/or assessed by a professional fire prevention and suppression consultant. (50 points possible) 5.2 Premises (Security) Diagram. In addition to diagrams submitted for other sections of the application, applicants are expected to submit a premises diagram (or site plan) which, focuses on the proposed security measures and how they relate to the overall business. (Pursuant to CCR Title 16, Division 42, §5006. Premises Diagram). 5.2.1 The diagram shall be accurate, dimensioned and to scale (minimum scale ¼"). The scale may be smaller if the proposed location exceeds more than a 1/2-acre parcel but must not be printed on larger than an 11" x 17" sheet of paper. (Blueprints and engineering site plans are not required at this point of the application process) 5.2.2 The diagram must be drawn to scale and clearly identify property boundaries, entrances, exits, interior partitions, walls, rooms, windows, and doorways. The activity in each room and the location of all cameras must be identified in the diagram. Criteria Narrative Criteria Narrative Criteria Narrative Criteria Narrative 4.4 Location of fire extinguishers and other fire suppression equipment. (50 points possible) Criteria Narrative Data-write response in Evaluation Notes Column Premises (Security) Diagram Provided Score 20 20 15 10 20 Diagram is drawn to correct scale Score 5 5 5 Diagram provides required details for premise Score 5 5 5 Diagram shows the location of all security cameras Score 5 5 5 Descriptions of activities to be conducted in each area of the premise 5 5 5 Limited-Access Areas Clearly Marked Score 5 5 5 Number and Location of All Security Cameras Identified Score 5 5 5 5.2 Sub-Total:50 50 Intrusion Alarm and Monitoring System Identified Score 15 15 15 Name and Contact Information for Monitoring Company Provided Score 5 5 5 Total Points of Entry into Premise Identified Score 5 5 5 All Points of Entry to be Alarmed Identified 5 5 5 Type of Alarm Identified (motion, infrared, glass break, etc.) Score 10 10 10 Backup Power Supply Identified Score 10 10 0 No mention 5.3 Sub-Total:50 40 Written Cash-Handling Procedure Provided Score 30 30 20 15 15 Missing multiple points of 5.4 Dual-Custody is Practiced for all cash handling Score 10 10 0 No mention Video Surveillance Used to Monitor All Cash Handling Score 20 20 0 No mention Armored Car Service Used for Bank Deposits Score 10 10 0 No mention of armored cars All Cash Deposited weekly with Bank Score 10 10 10 Onsite Vault Provided to Secure Cash Prior to Bank Deposit Score 20 20 10 5.4 Sub-Total:100 35 CCB will use onsite security guards Score 10 10 10 All onsite guards will be licensed and bonded Score 10 10 0 No mention of being bonded All onsite security guards will be licensed to carry firearms Score 10 10 10 Onsite security guards will be on duty before CCB opens for business Score 10 10 10 Onsite security guards will be on duty after CCB closes for business Score 10 10 10 5.5 Sub-Total:50 40 Section 5 Total:300 215 Section 1: Business Plan Total Points:300 177 Section 2: Social Policy & Local Enterprise Total Points:400 132 Section 3: Neighborhood Compatibility Total Points:300 80 Section 4: Safety Plan Total Points:300 23 Section 5: Security Plan Total Points:300 215 Total Points Achieved:1600 627 5.2.3 Description of cannabis activity that will be conducted in each area of the premise. Commercial cannabis activities that must be identified on the diagram/site plan may include but are not limited to the following if applicable to the business operations; storage areas, batch sampling areas, loading/unloading of shipment areas, packaging and labeling, customer sales areas, training areas, employee break room areas, extractions, infusions, processing, and testing areas. 39.19% TOTAL SCORE 5.2.4 Limited-access areas, defined as areas in which cannabis goods are stored or held and only accessible to permittees, or its employees or contractors and areas used for video surveillance monitoring and storage devices (Pursuant to CCR Title 16, Division 42, §5000 (m) Limited-Access Area and §5042 Limited-Access Area. 5.2.5 Number and location of all video surveillance cameras. (50 points possible) 5.4 Briefly describe cash handling procedures which covers day to day transactions with customers, vendors armor carrier vehicles and transporting it to the bank.(100 points possible) 5.5 Discuss whether the CCB will utilize the services of on-site security guards. Include in the discussion: (50 points possible) 5.5.1 Number of guards. 5.5.2 Hours guards will be on-site. 5.3 Identify intrusion alarm and monitoring system including the name and contact information for the monitoring company (if the company has been selected).(50 points possible) Criteria Narrative Criteria Narrative Criteria Narrative Criteria Narrative 5.5.3 Locations at which they will be positioned. 5.5.4 Guards' roles and responsibilities. This is why the last 6 cities have ranked The Premier Group applications in 1st place: Our group produces 6x the revenue for the city compared to our competitors. Covid-19 costs have made maintaining city revenues a top priority. As evidenced above*, we are the largest city tax revenue operators. I​NTRODUCTION​ - T​HE​ P​REMIER​ G​ROUP Thank you for your consideration. I am Bert Sarkis, the owner of the proposed ​Flavors of Fresno​, part of ​The Premier Group​ comprising 16 state and local licenses and six dispensaries in Modesto, Ceres, Riverbank, Stockton, Merced, and Turlock. These stores serve the Central Valley’s largest market share of cannabis patients and lead in employment, education, security, gross sales, city payments (evidence provided), and charitable contributions. This application was created in-house in our licensing office by Bert Sarkis’ partner, Devin Stetler, and his staff. Our goal is to give an authentic representation of who we are and provide actual evidence of our accomplishments. This application is for a retail cannabis dispensary named “Flavors” in the City of Fresno. We are thankful for our existing city partnerships and look forward to establishing and fostering more as we expand. We understand the need to protect the city’s interests and have done so in all areas where we operate. Our model is based on the belief that obtaining a license is a privilege rather than a right and just the beginning of healthy relationships between business, the city, and the community where we will work together to meet the city’s strategic goals. Our goal is larger than obtaining a license in the City of Fresno, we go further so that city leaders can rely on us to raise the bar. We have been working on the possibility of a Fresno license for over a year. We take a tremendous amount of pride in placing first in every city we have applied. We have competed against multiple national companies that have raised over in public funding. Often times we feel we are the local hometown underdogs competing against these publicly funded companies yet still somehow prevail and take first place. Additionally, we are committed to identifying commercial properties, renovating them, and opening them to the public as we have done in each and every city we operate. Our group is typically ready to open within 90 days of city approval and hope to accomplish the same in the City of Fresno. Fresno Retail Cannabis Dispensary | Introduction  The Premier Group Flavors of Fresno   Table of Contents        Introduction     Cover Letter     Section 1 : Business Plan 1   1.1 Owner Qualifications 2   Attachment : Credit Score of Angilbert Sarkis, Owner   1.2 Budget 4   Attachment : Detailed Budget, Start-up Expenses, and personnel   1.3 Proof of Capitalization 5   Attachment : Jamke Loan Letter and Proof of Funds   Attachment : RT Financial Loan Letter and Proof of Funds   Attachment : Merced City Tax Monthly Payment Receipt    for   Attachment : CDTFA Sales Tax Monthly Payment of   1.4 Pro Forma 5   Attachment : 3 year pro forma, Sales Forecast, Profit & loss   1.5 Hours of Operation 6   1.6 Daily Operations 6   Attachment: Covid-19 Protocols   Attachment : The Premier Group Brands & Exclusives          Section 2 : Social Policy and Local Enterprise Plan 13   2.1 Living Wages 14   2.2 Benefits 14   2.3 Continuing Education and Employee Training  14   2.4 Local Employees 15   2.5 Local Enterprise 16   2.6 Employee Responsibilities 16   Attachment: Team Responsibilities Organizational Chart   2.7 Labor Peace Agreement 16   2.8 Workforce Plan 17   2.9 Social Equity Business Incubator 17       Section 3 : Neighborhood Compatibility Plan 19     3.1 Responding to Complaints 20   3.2 Nuisance Mitigation  21   3.3 Odor Mitigation 23   3.4 Sources of Odor 23   3.5 Odor Control Devices 23   3.6 Odor Training and System Maintenance 23   3.7 Waste Management Plan 24            Section 4 : Safety Plan  25     4.1 Fire Prevention and Suppression Consultant 26   4.2 Accident and Incident Reporting Procedures 26   4.3 Evacuation Routes 27   4.4 Fire Suppression Equipment 27   4.5  Fire and Medical Emergency Training 27         Section 5 : Security Plan 30   5.1 Professional Security Consultant 31   Attachment : Knight Protection Security Plan    Attachment : Solid Protection Security Plan    5.2 Premises Security Diagram 31   Attachment: Flavors of Fresno Premises & Security Diagram   5.3 Alarm and Monitoring System 32   5.4 Cash Handling Procedures  33   5.5 Security Guards 34            Section 6 : Location  35     6.1 Location Description 36 6.2 Location Photos 37   6.3 Premises Site Diagram  38         Section 7 : Community Benefits and Investments Plan 40     7.1 Social Responsibility Plan 41   Attachment : Sept & Oct, 2020 Community Benefit Payment    Receipts to the City of Merced   7.1.1 Outreach Services 46 7.1.2 Environmental Responsibility  47   7.1.3 Vacant Building 48   7.2 Youth Prevention and Outreach 48   7.3 Fresno Community Reinvestment Fund 48         SECTION 1 Business Plan City of Fresno | Retail Cannabis Dispensary   The Premier Group : The largest tax contributor in every city we operate.   1 1.1 OWNER QUALIFICATIONS Flavors of Fresno is locally owned and operated by : The applicant for Flavors of Fresno is Bert Sarkis, holding 16 approved state and local licenses, six dispensaries, and a distribution hub setting the industry example in every category since legalization in 2017. The owner has demonstrated his knowledge and expertise in the industry since December 2016 under Proposition 215 by creating and operating the largest tax-contributing dispensaries in Northern California, serving over 180,000 patients and customers as of August, 2020. These facts are evidenced by our sales tax receipts. Gross sales determine city revenue and the best evidence of gross sales is sales tax receipts. Bert Sarkis Local Enterprise: Born in Little Rock, AK and moved to Modesto at age four where he was raised. Current resident of Oakdale. Qualifications: Fifteen (18) years of experience in retail sales management and employee development. Built and managed a multi-location auto sales business for ten (10) years. Role: Bert is masterful at training new employees and motivating them to evolve into management positions. He is also responsible for our distributor relationships and exclusive partnerships with the top twenty-four (24) name brands in the cannabis industry, one of the most crucial Section 1: Business Plan   The Premier Group : The largest tax contributor in every city we operate.   2 Angilbert Sarkis Bert@thepremier.group 1442 Angie Ave. Modesto, CA 95351 reasons for our success. Bert’s cannabis expertise has been demonstrated by accumulating the two largest dispensary patient-counts in the county. A Credit score of the owner is included here to demonstrate a history of professional and financial integrity. 🗹 Attachment: Credit Score of Bert Sarkis, Owner The following affiliates are operated by Bert Sarkis and his partners and together make up The Premier Group: 🗹 Attachment: State Licenses Held by The Premier Group Section 1: Business Plan   The Premier Group : The largest tax contributor in every city we operate.   3 1) Patient Care First (PCF) [Ceres] A + M Retail Since Dec 17, 2017 2) Flavors [Riverbank] A + M Retail Since March 14, 2018 3) Patient Care First Distribution [Ceres] A + M Distribution Since July 16, 2018 4) Phenos [Modesto] A + M Retail Since March 18, 2019 5) blueFIRE [Merced] A + M Retail + Distribution Since October 3, 2019 6) Irish City Farms [Stan County] (50% partner) A + M Cultivation + Distribution Opening Q3-2020 7) FUEGOazul [Merced] A + M Cultivation + Distribution Coming in 2021 8) Firehouse [Turlock] A + M Retail Since Aug 5, 2020 9) Packs [Stockton] (50% partner) A + M Retail Since Dec 16, 2019 1.2 BUDGET 1.3 PROOF OF CAPITALIZATION 1.4 3-YEAR PRO FORMA [CONFIDENTIAL] Section 1: Business Plan   The Premier Group : The largest tax contributor in every city we operate.   4 The attached pro forma is based on our actual expenses and revenue at our BlueFire of Merced affiliate over the past 12 months. 1.5 HOURS OF OPERATIONS Dispensary Daily Operating Schedule Flavors of Fresno shall operate the dispensary pursuant to the following daily schedule, or as permitted by any changes in the State or local cannabis ordinances: 1. Morning-shift personnel open the dispensary for non-public operations at 8:00 a.m. 2. From 8:00 a.m. to 9:00 a.m., morning-shift personnel stage cannabis and cannabis products for display and ultimate retail sale to customers. 3. Morning-shift personnel open the dispensary for public operations at 9:00 a.m. 4. From 9:00 a.m. to 9:00 p.m., the dispensary is open to the public and customers may engage in the retail purchase of cannabis and cannabis products. 5. Evening-shift personnel close the dispensary for public operations at 9:00 p.m. 6. From 9:00 p.m. to 10:00 p.m., evening-shift personnel return unsold cannabis and cannabis products back to safes for overnight storage. 1.6 DAILY OPERATIONS Day-to-Day Operations Plan Section 1: Business Plan   The Premier Group : The largest tax contributor in every city we operate.   5 Services Offered The licensee will offer retail cannabis products from a brick-and-mortar store. These products include an extensive line of CBD-only products (medicinal purposes), brand-name and “exotic” cannabis flower such as Biscotti , Smarties , Gelato41 , and Gushers and over 1000 additional skus. Manufactured products include smokable concentrates, topicals such as skin creams, edibles such as chocolate bars, drinks, and medicinal products for pets. Like our currently operating stores, the licensee intends to carry an unparalleled variety of cannabis products to provide our customers with the ultimate in selection. Customer Check-In and Validation The licensee shall only allow individuals access to the dispensary’s sales floor for the purpose of purchasing cannabis and cannabis products to verified persons. The licensee must first identify that the individual is over the age of twenty-one (21) for Adult Use purchases, over the age of eighteen (18) for Medical use, or a qualified primary caregiver by verifying that the individual has the following: A.A valid (i) physician recommendation to use cannabis or cannabis products for medicinal purposes pursuant to the State Cannabis Law and/ or (ii) a Medicinal Marijuana Identification Card (MMIC). B.A valid proof of identification; acceptable forms of identification include the following: a.A document issued by a federal or state agency, including, but not limited to, a valid driver’s license or identification card, that contains the name, date of birth, physical description, and picture of the person. b.A valid identification card issued to a member of the Armed Forces that includes a date of birth and a picture of the person. c.A valid passport issued by the United States or by a foreign government. C.In the case of a primary caregiver, valid written documentation containing the signature and the printed name of the qualified patient designating the individual as a primary caregiver for the particular qualified patient. Customer Check-In and Verification Area All patients and customers shall be granted access individually to ensure limited and controlled access from the lobby area to the retail sales floor and education resource center. Additional details can be found in the licensees’ Safety and Security Plan. Section 1: Business Plan   The Premier Group : The largest tax contributor in every city we operate.   6 Due to Covid-19, our group has taken extra steps to protect the health of our staff and every person entering our establishments. 1. Each patient is provided a mask (if they do not already have one) and hand sanitizer. 2. Minimal contact between staff and patrons using a handheld scanner to read identification cards from a distance. 3. Implementing a 6ft social distance rule, as well as allowing a limited number of people in the facility at one time. For a comprehensive list of actions related to the pandemic, please refer to the Covid-19 supplement. 🗹 Attachment: Covid-19 Protocols Retail Staging and Display A.At the onset of any particular business day, The licensee shall only remove from storage and stage for retail sale an amount of cannabis and cannabis products that Flavors of Fresno reasonably expects to sell during that particular business day. In the event that we initially underestimated the amount of cannabis and cannabis products that we expected to sell during a particular business day, we may remove from storage and stage for retail sale an amount of cannabis and cannabis products that we expect to sell during the remainder of the particular business day. B.During retail staging and prior to display for ultimate retail sale, the licensee shall verify that cannabis and cannabis products have not exceeded their expiration or sell-by date if one is provided. C.Display and retail sale of cannabis and cannabis products shall only occur on the sales floor during the operating hours of the Facility. D.An employee of Flavors of Fresno authorized to handle cannabis and cannabis products shall be physically present on the sales floor at any time there are individuals who are not authorized by the licensee to handle cannabis and cannabis products on the sales floor. E.As further defined in the Security Plan, uniformed security will monitor the facility to prevent loitering and prevent use of cannabis or cannabis products in the facility parking areas. Section 1: Business Plan   The Premier Group : The largest tax contributor in every city we operate.   7 F.The licensee shall ensure that all restrooms remain locked and under control of management at all times. Daily Sales Limits A.For Recreational Customers, the licensee shall not sell more than (i) 28.5 grams of cannabis flower; (ii) 8 grams of cannabis concentrate. B.For Medical Patients, the licensee shall not provide more than 8 ounces of medicinal cannabis per day, per patient. C.The licensee shall not provide free samples of cannabis goods in accordance with state regulation. D.If the licensee provides any discount to cannabis or cannabis products, that discount shall not be for less than the cost thereof to such a vendor or for the purpose of injuring or destroying competition in accordance with Business and Professions Code Section 26052(6). First-Year Start-up Activities Prior to each store opening, The Premier Group over-staffs in preparation to roll out a new dispensary. Similarly, we have acquired and prepared computers, POS registers, FireKing safes, display counters, camera surveillance systems, and other hardware necessary to begin operating our next store. As such, we are prepared to roll out a dispensary within weeks of local approval. Hiring and Employment Practices Our company hiring practice is to offer employment opportunities giving priority to local residents using our 80/20 rule. Eighty (80%) of our staff are to be local city residents. We use a variety of local outreach services to attract quality local employees. Local residents are also given priority to any contract-based needs our business may have on an on-going, as-needed basis such as printing & signage, security guards, gardeners and property maintenance, plumbing, pest control, etc. Section 1: Business Plan   The Premier Group : The largest tax contributor in every city we operate.   8 Management Our management structure is visually outlined in the following attachments. Each retail location is operated by a Store Manager, Retail Floor Manager, Assistant Manager, and an Inventory Manager. Eight (8) budtenders and two (2) receptionists are on site during business hours. Security personnel are on site 24 hours a day/ 7 days a week and are provided by Solid Protection. Patient/ Customer Verification When a guest (over-21 adult or over-18 medical cardholder) first enters the facility, they are asked to provide a valid form of identification. One of our employees then searches our system for an existing record of the guest. If no record is found, this indicates they are a “New Patient” and are required to provide additional information to be validated. This information is collected via our intake form which the patient is required to complete and sign in the lobby. If they are a medical patient, they are also required to provide valid medical documentation, as outlined below. Their identification card(s) and any other relevant documentation is then scanned and stored in Indica Online. Acceptable documentation: 1)A valid proof of identification; acceptable forms of identification include the following: a)A document issued by a federal or state agency, including, but not limited to, a valid motor vehicle operator’s license, that contains the name, date of birth, physical description, and picture of the person. b)A valid identification card issued to a member of the Armed Forces that includes a date of birth and a picture of the person. c)A valid passport issued by the United States or by a foreign government. 2)A valid (i) physician recommendation to use cannabis or cannabis products for medicinal purposes pursuant to the State Cannabis Law and/ or (ii) a CA State-provided Medical Marijuana Identification Card (MMIC). 3)In the case of a primary caregiver, valid written documentation containing the signature and the printed name of the qualified patient designating the individual as a primary caregiver for the particular qualified patient. Section 1: Business Plan   The Premier Group : The largest tax contributor in every city we operate.   9 Vendor and Purchase Tracking We use Indica Online, an industry-leading, cloud-based software solution for all aspects of the retail cannabis industry. The Inventory Management portion of the software provides comprehensive record-keeping, SKUs and batch, pricing and tax, shelf-location, distributor information and licenses, detailed reports, and more. We have been using this software at our existing facilities since February 2017 and feel confident in our choice of this platform to track and manage product from the moment it arrives at the facility to the time it leaves in a retail bag. Beyond the time of sale, if a package were to ever come into question after leaving our facility, we have the ability to track it using its unique ID provided by the software. All patient and transaction records shall be stored electronically for seven (7) years and made available to relevant authorities upon request. Transaction Records To facilitate the transaction, the Point of Sale (POS) portion of the Indica Online software is used on one of fifteen (15) registers powered by iPads. The products are barcode-scanned at this terminal in order to track the purchaser, mark them as “sold”, remove them from inventory, and produce a printed receipt of the products purchased showing all taxes and the total purchase amount. The transaction details and receipt are automatically logged and timestamped in the system in order to later perform detailed inventory, patient, and transaction reports. Confidentiality We respect and take patient privacy very seriously. All customer/patient documentation and transaction histories are password protected and stored digitally. No patient data is ever shared with anyone nor accessed by anyone outside of authorized staff within our organization. Section 1: Business Plan   The Premier Group : The largest tax contributor in every city we operate.   10 Denials of Sale If for any reason a customer or patient is denied entry to our facilities or denied a sale, the incident is logged into the patient database with specifics regarding the reason why. We use a “blacklist” feature in our software if someone’s behavior has provided a reason not to welcome them back to our facility in the future. Indica Online notifies the patient-intake personnel of the blacklisted individual and the specific reason for the blacklist and they are subsequently disallowed access to the retail floor and asked to depart the premises. Receiving Deliveries One of our major advantages is that we employ our own distribution center for all of our retail outlets. This means instead of dozens of different distributors delivering products to each location, we make single deliveries from our own trusted network. This has reduced deliveries from approximately 40 per week per store down to 3-5 per week per store. As you can imagine this is a dramatic reduction in risk during product transport and loading/unloading at the facility. Customer Volume Our stores generate on average 1500 visits per day, or about 100 - 150 customers per hour. We handle this volume with ease based on our business and security models. A key element to handling this volume successfully is ample parking. The properties we choose all have an extensive amount of parking and ease of street access. The average time-in-store is around 5-7 minutes per customer. Product Lines The chart shows a percentage of sales by category. The attachment shows all brands we carry including over a dozen brands with whom we have exclusive partnerships. The exclusive brands have industry clout and consumer demand, like Nike or Adidas brand shoes, which is a major factor that makes our stores the premier choice by the cannabis consumer. Section 1: Business Plan   The Premier Group : The largest tax contributor in every city we operate.   11 Chart based on worth of sales from January, 2020 thru June 2020 🗹 Attachment: The Premier Group Brands and Exclusives Section 1: Business Plan   The Premier Group : The largest tax contributor in every city we operate.   12 Attachment: Angilbert Sarkis Credit Score Section 1: Business and Operations Plan Attachment: START-UP EXPENSES Section 1: Business and Operations Plan Attachment: PERSONNEL + WAGES The Premier Group ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL Coronavirus Precautions and Procedures for The Premier Group’s cannabis stores: ●Patient Care First of Ceres ●Flavors of Riverbank ●Phenos of Modesto ●BlueFire of Merced ●Strains of Stockton ●Firehouse of Turlock Our group has implemented a number of measures to prevent the spread of coronavirus. We are dedicated to continue to provide essential service to our customers and patients while protecting them and our staff during this trying time. Beginning Monday, Mar 16, each store implemented the following practices and procedures and are improving and expanding these practices as more information regarding social protections is made available. We are dedicated to controlling the flow of customers and patients to uphold social distancing orders. 1.Social distancing in entry line outside, lobby area, and retail area 2.Floor markers to keep patients/ customers spaced 6ft apart 3.Limited the number of people allowed in the stores (necessitating the line outside the building) 4. 5.No patients are permitted to touch any products 6.All staff wear masks, gloves and use hand sanitizer before every transaction 7.Hand sanitizer at all registers 8.Daily wellness and body temperature monitoring of all staff 9.If any staff feel any signs of illness, they are immediately required to go and stay home 10.Continuously disinfecting all high-contact surfaces and paths of customer travel 11.Keep transaction times to minimum (average between 1 and 5 minutes) 12.“Social Distance flyers” provided by Stanislaus County Health Services Agency posted in all stores 13.If a person entering the building doesn’t have a mask, one is provided to them free of charge Please refer to the following images showing implementation of the above precautions. 1. Social distancing in entry line outside, lobby area, and retail area ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group 2. Floor markers to keep patients/ customers spaced 6ft apart ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group 3. Limited the number of people allowed in the stores (necessitating the line outside the building) 4. Security controlling flow and distancing of persons waiting outside ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group 5. No patients are permitted to touch any products 6. All staff wearing gloves & using sanitizer before each transaction ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group 7. Hand sanitizer at all registers ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group 8. Monitoring body temperature of all staff using infrared thermometers 9. If any staff feel any signs of illness, they are immediately required to go and stay home ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group 10. Continuously disinfecting all high-contact surfaces and paths of customer travel ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group 10. Keep transaction times to minimum (average between 1 and 5 minutes) 11. “Social Distance flyers” provided by Stanislaus County Health Services Agency posted in all stores ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group 13. If a person entering the building doesn’t have a mask, one is provided to them free of charge ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group The Premier Group BrandsOUR EXCLUSIVES   SECTION 2 So cial Policy and Lo cal Enterprise Plan City of Fresno | Retail Cannabis Dispensary   The Premier Group : The largest tax contributor in every city we operate.   13 2.1 LIVING WAGE 2.2 BENEFITS The Premier Group has a vested interest in social equity, specifically in fostering just and fair social policy and in providing opportunities to the disenfranchised individuals in our communities. We have developed a format that educates the community and cultivates the talents and skills necessary while providing career-grade salaries. Although health benefits are not directly provided by us as an employer, we factor in the cost of personal health care in the wages of our employees and encourage and educate them to obtain health care on their own. 2.3 CONTINUING EDUCATION AND EMPLOYEE TRAINING We know the employees of Flavors of Fresno are one of our most valuable resources and thus offer employee training and continuing education to ensure our staff is knowledgeable in customer service as well as trends and information on the products we carry. It is our intention to have a local, diverse, well-educated, and self-motivated staff that stays current with the industry. Section 2: Social Policy and Local Enterprise Plan   The Premier Group : The largest tax contributor in every city we operate.   14 The Premier Group’s training programs are designed to elevate and cross-train our employees. This allows employees to understand all aspects of the business and to naturally gravitate towards their area of talent or interest where they can excel. Salary increases with each area of competence achieved. By learning skills in several departments, employees become “triple-threats” proficient in multiple areas of the business and are compensated accordingly. Our budtenders are also provided with quarterly education courses/demos that focus on new products. These classes are provided with the intent to educate our staff, who in return will educate our customer base during their transactions. 2.4 LOCAL EMPLOYEES AND SOCIAL OPPORTUNITIES Since our beginning in 2017, The Premier Group has created opportunities for the disenfranchised and unemployed: we currently have more than 430 employees in our group, over 95% of whom were unemployed or coming from minimum wage jobs seeking to improve their quality of life. Our employment base consists largely of low income and minority community members. Managing high-volume retail stores and a distribution center requires extensive background in cannabis so we also recruit, hire, and train individuals who participated in distribution and cultivation operations prior to regulation. These individuals now make a legitimate living and can provide proof of income to advance their livelihood, to become homeowners, and to thrive as proud contributors to our communities. Women play a prominent role across all businesses in our group. 70% of our overall workforce are women and 30 of our 42 higher-level positions are held by women. Recruiting eligible individuals is where we have a major advantage. We are constantly receiving job inquiries, resumes, and applications from our customer base of loyal and enthusiastic fans of the cannabis industry and our stores. Many of these applicants qualify under at least one of the following criteria: (i) Annual family income below 80% AMI (ii) Convicted for a cannabis-related crime that could have been prosecuted as a misdemeanor or citation under current State law (iii) Lived in a low to moderate income census tract in the city for a minimum of three (3) years Section 2: Social Policy and Local Enterprise Plan   The Premier Group : The largest tax contributor in every city we operate.   15 (iv) Veteran (v) Former foster home youth who was in foster care as a minor (vi) Unemployed (vii) Receiving public assistance 2.5 LOCAL ENTERPRISE Flavors of Fresno shall commence operations with all of its principals living in Stanislaus County currently operating businesses in 6 cities in the Central Valley of CA: Ceres, Riverbank, Modesto, Merced, Stockton, and Turlock. Mr. Bert Sarkis Mr. Sarkis was born in Arkansas before his family relocated to Modesto when he was 4. Bert built and managed a multi-location auto sales business for 10 years with great success and transitioned in 2017 to the cannabis industry. Bert is now an Oakdale resident and co-owner of the first licensed dispensaries in Ceres, Riverbank, Modesto, Merced, and Turlock. Bert is masterful at training new employees and motivating them to evolve into management positions. He is also responsible for our vendor relationships and exclusive partnerships with the top name brands in the cannabis industry. 2.6 EMPLOYEE RESPONSIBILITIES For an overview of team member responsibilities, please refer to the following attachment. 🗹 Attachment: Team Responsibilities Organizational Chart 2.7 LABOR PEACE AGREEMENT In order to abide by the Fresno Municipal Code, Flavors of Fresno shall sign a labor peace agreement allowing employees to join or form a union without interference at the time of application filing, or within thirty (30) days of its fifth (5th) hire. The commercial cannabis business or cannabis retail business shall sign such labor peace agreement and provide a copy of the executed agreement to the City Manager or designee(s). Section 2: Social Policy and Local Enterprise Plan   The Premier Group : The largest tax contributor in every city we operate.   16 2.8 WORKFORCE PLAN We will follow our 80/20 rule of hiring in the City of Fresno. When the store first opens, we utilize our trained staff to ensure a successful opening. Once the store is running smoothly, we transition to our 80/20 rule where at minimum 80% of the employees are local residents, far surpassing the 30% requirement. Support Vocational Training Since no widely-accepted vocational training programs yet exist in the cannabis industry, The Premier Group has developed our own training programs for those new to the regulated industry. Our unique training programs are offered to all staff. This is mutually beneficial for the company and staff to have people that are well-versed in multiple areas. This cross-training offers a layer of protection for The Premier Group and staffing redundancy. Our training programs are designed to elevate and cross-train our employees. This allows employees to understand all aspects of the business and to naturally gravitate towards their area of talent or interest where they can excel while simultaneously increasing their earning potential. Flavors of Fresno commits to paying our employees living wages as outlined in section 2.1. 2.9 SOCIAL EQUITY BUSINESS INCUBATOR Flavors of Fresno commits to serving as a Social Equity Business Incubator by offering mentorship, training, financial education, and industry education. The Premier Group’s framework of professional development has allowed the creation of a sustainable and loyal workforce, improving the lives of each of our employees and enabling them to give back to their communities. Attract, motivate, develop, and retain a high quality, engaged, informed, and high-performing workforce. Each store we open creates 20-40 new local job opportunities to learn and grow in a new and booming industry. Our business model is arguably one of the most demanding and rewarding in the industry which contributes to the skills, education, and earning power of our staff and encourages and rewards high quality and high performance from our entire range of employees. Section 2: Social Policy and Local Enterprise Plan   The Premier Group : The largest tax contributor in every city we operate.   17 Improve the use of technology Employees are trained in the software that has become ubiquitous in business. We subscribe to a variety of software tools that are used in all aspects of daily operations. These include products from Salesforce, Google, Microsoft, Intuit, IndicaOnline, GrowFlow, Asana, FreshDesk, and more. Our employees become proficient in technology platforms as they grow within the company and along their career path. Overall, the presence of The Premier Group in any city creates new jobs, builds the social and professional capital of all those who work for our group, and contributes back to those communities in the form of significant tax dollars generated for the city and charitable contributions made to local organizations. We would love to be a valued addition to the Fresno community and begin a long-term partnership capable of elevating the overall industry benefiting the city and its residents. Section 2: Social Policy and Local Enterprise Plan   The Premier Group : The largest tax contributor in every city we operate.   18 Section 2: Social Policy and Local Enterprise Plan ATTACHMENT: TEAM MEMBER RESPONSIBILITIES ORGANIZATIONAL CHART Store Manager (1) • Security Operations • Staffing • Oversee Inventory Manager • Banking/ money management Assistant Manager (2) • Floor Manager training & development • Oversee front office procedures • New hire recruiting • Sales training • Manage employee scheduling Floor Manager (2) • Budtender training & development • Customer relations • Daily floor duties • Restocking • Coordinate with Inventory Manager Inventory Manager (1) • Product ordering • Restocking • Distributor relations • Coordinate deliveries • Training staff on new products • Product returns • Analysis of inventory cycles • Perpetual vs Physical Inventory Audits (every 14 days) Store Manager Assistant Manager Receptionists Inventory Manager Floor Manager Budtenders Security Guards Section 2: Social Policy and Local Enterprise Plan Budtenders (8) • Customer service • Ongoing training & education • Cash handling • Seek new products • Restocking Receptionists (4) • Greet customers & patients • Validate ID and other required documents • Manage patient files • Answer phones • Customer Service • Cross-trained as Budtenders SECTION 3 Neighb orhood Compatibility Plan City of Fresno | Retail Cannabis Dispensary   The Premier Group : The largest tax contributor in every city we operate. 19 3.1 RESPONDING TO COMPLAINTS A Good Place in the Community While public options for healthy social interaction are fewer than ever since Covid-19, we are proud to be an essential service providing a safe, clean, fun, and educational place for the cannabis community. Our stores maintain a welcoming, enjoyable environment for people to come and have a friendly interaction with others in their community, including our experts. Phenos Dispensary of Modesto, Lobby and Reception Community Relations Liaison Our Community Relations Liaison shall educate, actively engage with the community, and be the original point of contact for any concerns that may arise. The Liaison’s contact information shall be made readily available at the premises, the website and on file with the City’s officials and law enforcement. The Community Liaison will be responsible for the day-to-day management of ongoing community benefits and community activities. In addition, our group has a dedicated full-time staff member actively seeking community-involvement opportunities. Section 3: Neighborhood Compatibility Plan   The Premier Group : The largest tax contributor in every city we operate.   20 In an effort to ensure a pleasant, safe, and supportive community environment we will provide cultural and educational opportunities that will result in overall safe and affordable access to those customers we serve and the larger community. Through these programs we will create an environment that facilitates community empowerment and public safety with strong community participation. Customer Education All of our locations host weekly demos for our customers. During these demos our customers are given the opportunity to meet with a brand educator who will speak one on one with them about their assigned product. Our stores also host monthly events varying in theme that revolve around educating our customers. These events differ from our weekly demos because they provide a more personalized class setting where the brand ambassadors are able to educate about the effectiveness of THC/CBD for specific products and uses. These events are intended for the general public, however we encourage our customers who are new to cannabis to attend because these classes are much more in depth on product knowledge than our demos. 3.2 NUISANCE MITIGATION We have built 6 different dispensaries, effectively improving aesthetics of the buildings, the security of the neighborhoods, and improving energy efficiency at every site. But far more importantly, our community has been battling illegal cultivation and retail sales for decades. The unwinnable war has affected our homes, our communities, and our children. Section 3: Neighborhood Compatibility Plan   The Premier Group : The largest tax contributor in every city we operate.   21 It’s critical that every community has at least one low-cost provider to drastically reduce black market activity. This helps local law enforcement and provides an additional layer of protection for the children of our communities. Currently we are the only low-cost provider in the county. Positive Impacts in Ceres Prior to opening our Patient Care First affiliate at 1442 Angie Avenue in Ceres, the surrounding area was riddled with garbage, homelessness, theft, and vandalism. Since being granted our city permit, we have painted the building, improved landscaping, added cement walkways, added a built-in gated refuse area, slurry-sealed the parking lot with plans to repave using cement instead of blacktop, enhanced building energy-efficiency, increased video surveillance and added live security 24 hours a day/7 days a week. There was an immediate and sustainable improvement to the area. Crime, loitering, littering, and vandalism has virtually disappeared along the entire commercial block. We are very proud to receive letters of recommendation from both the Mayor and the City Manager. We believe this speaks volumes about how we have been an asset to the city and community. Adversaries Becoming Allies Our Flavors affiliate in Riverbank at 2213 Patterson Road faced substantial adversity prior to opening. Members of the community spearheaded a plan to keep dispensaries out of town by collecting over 1000 signatures based on the accusation that we were going to create traffic problems, unsightly litter and odor, and people loitering in the grass. After four months of operation without incident, we have demonstrated the opposite effects resulting in improved cleanliness and appeal of the surrounding area. Several of the adversaries have come forward on multiple occasions and apologized to city dignitaries for these accusations. At a council meeting in Riverbank on April 24, 2018, one of the most outspoken leaders of the adversaries apologized to the council and the public in attendance stating that they had not seen any of the negative impacts they anticipated. Other signers of the petition have come into the store and admitted they had been too quick to judge us and were impressed and relieved with our operation, thanked us, and made purchases! Winning over our strongest critics is a real testament to how we conduct ourselves and our business in our communities. This has served as another milestone in our mission to create safe and clean cannabis access and reduce the black market. Section 3: Neighborhood Compatibility Plan   The Premier Group : The largest tax contributor in every city we operate.   22 3.3 ODOR MITIGATION The single most effective odor mitigation practice is accepting only approved, tested, and State-certified sealed containers of cannabis. Due to the nature of this packaging, and that no raw cannabis products are present at our retail facilities, cannabis odor is nearly entirely mitigated inside the building, and no cannabis odors are present outside the building. Beyond that, our stores are continuously and meticulously cleaned with aromatic cleaning products such as scented floor cleansers, glass cleaners, and scented alcohol-based disinfectants. Air fresheners are also continuously used. 3.4 SOURCES OF ODOR Concerns of odor from cannabis facilities are historically valid, and the industry has evolved such that all products at a retail facility are sealed to conform to BCC regulations for child-safety and odor control. There are no longer any exposed cannabis products in dispensaries due to these regulations. As a result, the odor concerns are virtually eliminated. There is a subtle smell of cannabis emitted from these sealed packages, just like other sealed products in grocery stores and the like. These sources of odor do not pose any threats or concerns. 3.5 ODOR CONTROL DEVICES At each location, high-efficiency HVAC systems are installed, insulation surpassing State requirements is added, and window treatments are applied to reduce energy consumption. In addition to state regulation, our group goes further to maintain a comfortable environment in all of our stores. Inside, heavy-duty carbon air filters maintain fresh smelling and clean air resulting in superior air quality and 99.9% odor and allergen mitigation. 3.6 ODOR SYSTEM MAINTENANCE System maintenance of odor-controlling devices are as follows: Section 3: Neighborhood Compatibility Plan   The Premier Group : The largest tax contributor in every city we operate.   23 ●All HVAC air filters are replaced every 30 days ●Carbon filtration systems are cleaned and checked every 30 days 3.7 WASTE MANAGEMENT PLAN Typically, any products requiring disposal such as customer returns are held in secure storage and returned to the supplying distributor at the time of their next product delivery to our facility. This was made possible by negotiating this service into our agreement with our distributors in order to virtually eliminate the necessity for additional cannabis disposal. Additionally, our “display products” are retail-packaged cannabis which are also sold, so we do not create a need to dispose of these products. In the rare instance a product must be destroyed, we have contracted with a third-party full-service cannabis waste collection provider called Mediwaste to collect and dispose of these products on an as-needed basis. Mediwaste is a comprehensive, third-party solution to disposal of cannabis waste products in accordance with all state and local regulations. If for any reason authorities need to be contacted regarding cannabis disposal, our appointed Security Liaisons would initiate contact and provide any information necessary to resolve any matters relating to the procedure. Section 3: Neighborhood Compatibility Plan   The Premier Group : The largest tax contributor in every city we operate.   24 SECTION 4 Safety Plan    City of Fresno | Retail Cannabis Dispensary   The Premier Group : The largest tax contributor in every city we operate.   25 4.1 FIRE PREVENTION AND SUPPRESSION CONSULTANT Flavors of Fresno is coordinating with Fire Protection Consultant Michael R. Wilkinson. Chief Wilkinson has a professional career of over 40 years in California. He has been the Fire Marshal for the Stanislaus County Fire Wardens office, Stanislaus Consolidated Fire Protection District, City of Tracy and interim Fire Marshal for the City of Merced. He also served as the Fire Chief for the City of Oakdale, City of Merced, and Stanislaus Consolidated Fire Protection District. Michael R Wilkinson, Fire Service Consultant 1330 Magnolia Ave Modesto, California 95350 209-840-3056 Mwilkinson459@gmail.com 4.2 ACCIDENT AND INCIDENT REPORTING PROCEDURES The Fire safety plan for the proposed projects will meet or exceed the California Fire Code as adopted by the City of Fresno. Specifically, the plan will meet Chapter 4, Emergency Planning and Preparedness. The plan will also meet all California Code of Regulations, Title 8, section 3230, Emergency Action Plan (Cal Osha). The plan will specifically address: a.Procedures for emergency notification b.Procedures for emergency evacuation, including type of evacuation and exit route and assembly areas c.If needed, procedures to be followed by employees who remain to operate critical operations before they evacuate d.Procedures to account for all employees and guest/customers after an emergency evacuation has been completed e.Procedures to be followed by employees performing rescue or medical duties; f.The preferred means of reporting fires, medical emergencies, hazardous materials and all other types of emergencies g.An approved alarm system shall be provided h.Training i.Employee access to the emergency fire safety plan j.Employee designated responsibilities/assignments k.Location of all Fire Extinguishers and manual alarm pull stations (If provided) l.Complete employee roster with contact numbers and levels of training. i.e. Fire Extinguishers, Emergency Medical Technician, etc. Section 4: Safety Plan   The Premier Group : The largest tax contributor in every city we operate.   26 m.The plan will be in writing and reviewed annually or sooner if needed. The plan will be written as an all-risk plan utilizing the Incident Command System as the foundation for internal response to any type of emergency. 4.3 EVACUATION ROUTES All employees are instructed about each aspect of our Security Protocol and are given applicable keys and pass-codes required to enter Limited and/or Restricted Access areas. Monthly safety meetings are held to maintain appropriate safety protocol among the staff and to role-play potential scenarios to learn how to respond to attempted security breaches. Please refer to the premises diagram for evacuation routes specific to this location. 4.4 FIRE SUPPRESSION EQUIPMENT Please refer to the premises diagram in section 5 for fire suppression equipment specific to this location. 4.5 FIRE AND MEDICAL RESPONSE AND TRAINING Incident Management and Emergency Response The Applicant understands and appreciates that smooth operations require well-laid out contingency plans and a staff well-trained in their execution. Under the leadership of our Security Team and with input from appropriate local agencies and enforcement authorities, we will develop a comprehensive Emergency Response Plan. All Security Officers are provided with two-way radios to use at the dispensary which keeps them in contact with dispensary management. Security Officers will have access to our main dispatch center, as well communication with the Supervisory Officer designated to this contract. Each Security Officer will also possess a mobile smart phone so that in emergency cases they can contact 911. In addition, our corporate offices provide a 24-hour phone line that can be accessed for emergency and non-emergency issues. The Emergency Response Plan will include contingencies for non-security related emergencies such as medical emergencies, bomb threats, fires, explosions, and weather-related disasters to ensure an appropriate and orderly response. This will prevent non-security related Section 4: Safety Plan   The Premier Group : The largest tax contributor in every city we operate.   27 emergencies from becoming aggravated security emergencies as well. Emergency procedures and emergency contact numbers will be provided in writing to all employees and posted prominently in several areas of the facility. We will also develop a comprehensive set of guidelines for dealing with security threats. All staff will learn and be drilled in these procedures to ensure they are adequately prepared for emergencies. Preparedness means all staff members: ●Know how to assess emerging situations to determine the type and level of threat they may pose; ●Know how to respond to different kinds of security threats; ●Know which types of situations warrant the activation of panic buttons; and ●Know how to proceed when a security alarm goes off or a panic buttons has been activated. If a security breach is found to constitute an actual emergency, authorities will be notified as required. We will then follow the emergency response procedures in cooperation with local law enforcement authorities to smoothly bring the situation under their control. [CONFIDENTIAL] Procedures will be revised and updated as necessary. They will be reviewed at least once every twelve months. We will invite local law enforcement to offer their input on up- to-date security threat analysis and contingency planning. Outside Partnerships: Liaising with Community and Local Law Enforcement. Local law enforcement and neighbors in close proximity to our facilities will have the name of one or more contact persons on our staff whom they can notify day or night in case there is a problem impacting them or that they feel may impact us. We will periodically reach out to neighbors to ensure that there are no unreported problems of this sort as detailed more fully in the Community Engagement Strategy via our Community Liaison. We also will reach out to local law enforcement to develop a professional working relationship and a coherent contingency plan for incidents that require a law enforcement involvement at our facility. Local law enforcement officials will be invited on-site to discuss and evaluate potential security risks, vulnerabilities, and to assist in the Section 4: Safety Plan   The Premier Group : The largest tax contributor in every city we operate.   28 development or enhancement of our current security program. Training and Drills Security and emergency response training is only part of the comprehensive training required for all employees. It is critical that employees understand exactly what to do when specific breaches and threats of security take place. This ensures their safety and gives the Security Officers the ability to respond in a specific rapid response without fear of injury to staff. Our security team and management will provide specific training to management and employees in the following areas: ● Responding to a robbery attempt ● Interacting with a disruptive customer ● Alarm activation response ● Attempted theft ● Working with local law enforcement ● Medical emergencies ● Proper use of the “Panic Button” ● Being a good witness In addition to these areas of training Applicant will work to design and implement continued training on a regular basis ensuring ongoing consistent compliance with County and State Law. Employees will be tested on training content and must pass the test by their third attempt in order to remain employed. All staff will also go through periodic refresher seminars, as well as new training on any policy updates or changes in procedure. All emergency procedures will be rehearsed in periodic drills. In addition to training and periodic drills, all employees will receive official Company reference material, written in plain English and presented in an easy-to-use outline format, explaining all our operational, safety, and security policies and protocols. In developing our official safety and security policies, we will consult with local law enforcement. We will also work with local police to develop effective ongoing employee training seminars and practices. Especially in developing our policies and training procedures on crime prevention and security threat response, we will seek the involvement of local law enforcement. * All store managers under The Premier Group are CPR trained and certified. Section 4: Safety Plan   The Premier Group : The largest tax contributor in every city we operate.   29 SECTION 5 Security Plan City of Fresno | Retail Cannabis Dispensary   The Premier Group : The largest tax contributor in every city we operate.   30 Real Time Video Surveillance Site Security Plan This document will serve as a security plan for cannabis dispensaries operated by Flavors of Fresno. The security plan will contain a detailed approach to maintaining security with video surveillance cameras and equipment. Actions of Incorporator Page 1 of 1 APPOINTMENT OF INITIAL DIRECTORS AND RESIGNATION OF INCORPORATOR OF FRESNO VERDE PUBLIC, INC. a California corporation Dated: November 19, 2020 Pursuant to the laws of the State of California, the undersigned incorporator of Fresno Verde Public, Inc., a California corporation (“Corporation”) does hereby appoint the following persons as the initial directors of this Corporation, effective immediately: Director: Chris Henry Director: Jeffrey Henry Director: Alejandro Calleres Having so appointed the initial directors of the Corporation, the undersigned hereby resigns as incorporator of the Corporation, effective immediately. __________________________ Linda Duong, Incorporator Actions by Unanimous Written Consent Page 1 of 6 ACTIONS TAKEN IN LIEU OF ORGANIZATIONAL MEETING BY THE UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF FRESNO VERDE PUBLIC, INC. a California corporation Dated: November 19, 2020 Pursuant to the laws of the State of California, the undersigned, being the members of the Board of Directors of Fresno Verde Public, Inc, a California corporation (“Corporation”) hereby consent to the appointment as directors, accept the resignation of the incorporator and adopt and approve the following resolutions to complete the organization of this Corporation by unanimous written consent without a meeting. These actions are taken in lieu of the organizational meeting of the Board of Directors of the Corporation. The undersigned, comprising and constituting the Directors of the Corporation, do hereby consent to taking the following actions without a meeting, in accordance with the laws of the State of California. The undersigned, comprising and constituting the Directors of the Corporation, do hereby waive notice of the time, place, and purpose of this meeting, in accordance with the laws of the State of California. RATIFICATION OF ACTIONS OF INCORPORATOR WHEREAS, on August 11, 2020, Linda Duong, the incorporator of the Corporation (the “Incorporator”), formed the Corporation, by filing original Articles of Incorporation (the “Articles”) to the California Secretary of State, a true and correct copy of the Articles is attached hereto as attached hereto as Exhibit A; WHEREAS, contemporaneous herewith the Incorporator appointed the undersigned as the initial directors of the Corporation and has resigned as Incorporator. RESOLVED, that all actions taken by the Incorporator pursuant to laws of the State of California be and hereby are, ratified and approved. RESOLVED, that the filing of the Articles, the listing of an initial agent for service of process, and similar actions necessary for the formation of the Corporation, taken on behalf of this Corporation by the Incorporator and any duly appointed agent(s) be, and they hereby are, ratified and affirmed. RESOLVED FURTHER, that the Secretary of this Corporation be and hereby is authorized and directed to insert the Articles into the Minute Book, and to see that a copy of the Articles is kept at the principal office for the transaction of business of this corporation. MINUTE BOOK WHEREAS, the Directors of the Corporation considered whether to adopt a minute book of the Corporation. RESOLVED, that the Corporation shall maintain as parts of its corporate records a minute book, which shall include, without limitation, a record of its Articles of Incorporation and amendments thereto, its Bylaws and amendments thereto, minutes of all meetings of shareholders, Directors and Board committees and all written consents of the shareholders, Directors and Board committees (the “Minute Book”). Actions by Unanimous Written Consent Page 2 of 6 ADOPTION OF BYLAWS WHEREAS, the Bylaws have been presented to the Directors of the Corporation, and confirmed as to form and content, and that it is deemed advisable that the Bylaws be adopted in their current form. RESOLVED, that the Bylaws of this Corporation in the form attached hereto as Exhibit B are adopted as the Bylaws of this Corporation. RESOLVED FURTHER, that the Secretary of this Corporation be and hereby is authorized and directed to execute a copy of the Bylaws and insert said executed Bylaws into the Minute Book, and to see that a copy of said Bylaws is kept at the principal office for the transaction of business of this corporation. ELECTION OF OFFICERS WHEREAS, the Directors of the Corporation considered whether to elect officers of the Corporation. RESOLVED, that the following persons are elected, to serve at the pleasure of the Board of Directors, to the offices set forth opposite his name: Name Office Alejandro Calleres Chief Executive Officer Jeffrey Henry Chief Financial Officer Chris Henry Chief Operating Officer; Secretary The foregoing persons accepted appointment as officers of the Corporation. EMPLOYER IDENTIFICATION NUMBER WHEREAS, the Directors of the Corporation considered whether to obtain an Employer Identification Number (“EIN”) from the Internal Revenue Service (“IRS”). RESOLVED, that it is determined to be in the best interest of the Corporation to obtain an EIN from the IRS. RESOLVED FURTHER, that the Officers of this Corporation be and hereby are authorized and directed to obtain an EIN from the IRS and attach hereto as Exhibit C, the IRS’s confirmation of assignment of EIN. INITIAL STATEMENT OF INFORMATION WHEREAS, in accordance with the California Corporations Code, the Corporation is required to file an initial Statement of Information with the California Secretary of State. RESOLVED, that the initial Statement of Information attached hereto as Exhibit D is hereby approved, adopted, and ratified by the Directors. The Corporation’s Officers are hereby directed to file the initial Statement of Information with the California Secretary of State RESOLVED FURTHER, that the Secretary of this Corporation be and hereby is authorized and directed to insert the initial Statement of Information, into the Minute Book, and to see that a copy of the initial Statement of Information is kept at the principal office for the transaction of business of this corporation. Actions by Unanimous Written Consent Page 3 of 6 FORM OF SHARE CERTIFICATES WHEREAS, the Secretary presented to the meeting a proposed form of certificate representing shares of the Corporation’s Common Stock. RESOLVED, that the proposed form of share certificate representing shares of the Corporation’s Common Stock is approved and adopted for use by the Corporation, and the Secretary of the Corporation is instructed to annex a specimen of such form of certificate to the Minutes of this meeting as Exhibit E. ISSUANCE OF SHARES TO __ Mushana Kelly_____________ WHEREAS, this Corporation is authorized in its Articles to issue one million (1,000,000) shares of Common Stock, no par value. WHEREAS, it is determined to be in the best interest of the Corporation to offer for sale and to sell and issue fifty one thousand (51,000) shares of the Corporation’s authorized Common Stock to ___Mushana Kelly____________, an individual. WHEREAS, upon the Directors’ request, legal counsel for the Corporation has prepared a stock purchase agreement between the Corporation and __Mushana Kelly________ whereby __Mushana Kelly________ purchases fifty one thousand (51,000) shares of the Corporation’s authorized Common Stock, a copy of which is attached hereto as Exhibit F-1 (“SPA 1”). RESOLVED, that the Directors do hereby authorize and approve SPA 1 as to form and content. RESOLVED FURTHER, that in accordance with the terms of SPA 1, the Corporation shall issue to ____Mushana Kelly______ fifty one thousand (51,000) shares of the Corporation’s authorized Common Stock, to be properly recorded in Corporation’s stock ledger and represented by a certificate or certificates properly legended as required by the laws of the State of California. A true and correct copy of said share certificate is attached hereto as Exhibit F-2. ISSUANCE OF SHARES TO ALEJANDRO CALLERES WHEREAS, it is determined to be in the best interest of the Corporation to offer for sale and to sell and issue thirty four thousand (34,000) shares of the Corporation’s authorized Common Stock to Alejandro Calleres, an individual. WHEREAS, upon the Directors’ request, legal counsel for the Corporation has prepared a stock purchase agreement between the Corporation and Alejandro Calleres whereby Alejandro Calleres purchases thirty four thousand (34,000) shares of the Corporation’s authorized Common Stock, a copy of which is attached hereto as Exhibit G-1 (“SPA 2”). RESOLVED, that the Directors do hereby authorize and approve SPA 2 as to form and content. RESOLVED FURTHER, that in accordance with the terms of SPA 2, the Corporation shall issue to Alejandro Calleres thirty four thousand (34,000) shares of the Corporation’s authorized Common Stock, to be properly recorded in Corporation’s stock ledger and represented by a certificate or certificates properly legended as required by the laws of the State of California. A true and correct copy of said share certificate is attached hereto as Exhibit G-2. Actions by Unanimous Written Consent Page 4 of 6 ISSUANCE OF SHARES TO CHRIS HENRY WHEREAS, it is determined to be in the best interest of the Corporation to offer for sale and to sell and issue seven thousand five hundred (7,500) shares of the Corporation’s authorized Common Stock to Chris Henry, an individual. WHEREAS, upon the Directors’ request, legal counsel for the Corporation has prepared a stock purchase agreement between the Corporation and Chris Henry whereby Chris Henry purchases seven thousand five hundred (7,500) shares of the Corporation’s authorized Common Stock, a copy of which is attached hereto as Exhibit H-1 (“SPA 3”). RESOLVED, that the Directors do hereby authorize and approve SPA 3 as to form and content. RESOLVED FURTHER, that in accordance with the terms of SPA 3, the Corporation shall issue to Chris Henry seven thousand five hundred (7,500) shares of the Corporation’s authorized Common Stock, to be properly recorded in Corporation’s stock ledger and represented by a certificate or certificates properly legended as required by the laws of the State of California. A true and correct copy of said share certificate is attached hereto as Exhibit H-2. ISSUANCE OF SHARES TO JEFFREY HENRY WHEREAS, it is determined to be in the best interest of the Corporation to offer for sale and to sell and issue seven thousand five hundred (7,500) shares of the Corporation’s authorized Common Stock to Jeffrey Henry, an individual. WHEREAS, upon the Directors’ request, legal counsel for the Corporation has prepared a stock purchase agreement between the Corporation and Jeffrey Henry whereby Jeffrey Henry purchases seven thousand five hundred (7,500) shares of the Corporation’s authorized Common Stock, a copy of which is attached hereto as Exhibit I-1 (“SPA 4”). RESOLVED, that the Directors do hereby authorize and approve SPA 4 as to form and content. RESOLVED FURTHER, that in accordance with the terms of SPA 4, the Corporation shall issue to Jeffrey Henry seven thousand five hundred (7,500) shares of the Corporation’s authorized Common Stock, to be properly recorded in Corporation’s stock ledger and represented by a certificate or certificates properly legended as required by the laws of the State of California. A true and correct copy of said share certificate is attached hereto as Exhibit I-2. STOCK LEDGER RESOLVED, that the stock ledger attached hereto as Exhibit J represents the true and correct current capitalization of Corporation as of the date hereof. ADOPTION OF ACCOUNTING YEAR WHEREAS, the adoption of an accounting year for the Corporation is advisable. RESOLVED, that the fiscal year of the Corporation shall begin on the first day of January of each year and conclude on December 31 of each year. RESOLVED FURTHER, that the officers of this Corporation be, and hereby are, authorized and directed Actions by Unanimous Written Consent Page 5 of 6 to execute all documents and to take such action as they may deem necessary or advisable in order to carry out the purposes of these resolutions. PRINCIPAL OFFICE LOCATION WHEREAS, the designation of a principal office for the Corporation is required under the Bylaws. RESOLVED, that 92 Corporate Park, Suite C #273, California 92606 is designated as the principal office of this Corporation. BANK ACCOUNT WHEREAS, the Directors of the Corporation deem it advisable to open a bank account for the use of this Corporation. RESOLVED, that this Corporation may establish a bank account or bank accounts to provide for a depository for the funds of the corporation. ORGANIZATIONAL EXPENSES WHEREAS, it is necessary to make provisions to pay all expenses and reimburse all persons for expenditures made in connection with the organization of this Corporation. NOW THEREFORE, BE IT RESOLVED, that the officers of this Corporation be and hereby are authorized to pay all charges and expenses incident to or arising out of the organization of this Corporation and to reimburse the persons who have made any disbursements therefore. OMNIBUS RESOLUTION RESOLVED, that each of the officers is authorized and empowered to take all such actions and to execute and deliver all such documents as may be necessary or advisable to carry out the intent and accomplish the purposes of the foregoing resolutions and to effect any transactions contemplated thereby and the performance of any such actions and the execution and delivery of any such documents shall be conclusive evidence of the approval of the Board thereof and all matters relating thereto. There being no further business to come before the meeting, upon motion made and duly carried, the meeting was adjourned. [signature page follows] Actions by Unanimous Written Consent Page 6 of 6 IN WITNESS WHEREOF, each of the Directors of this Corporation have executed this consent dated as of the date first set forth above. __________________________ Chris Henry, Director __________________________ Jeffrey Henry, Director __________________________ Alejandro Calleres, Director EXHIBIT A Articles of Incorporation [insert on subsequent pages] EXHIBIT B Bylaws [insert on subsequent pages] Bylaws Page 1 of 17 BY-LAWS OF Fresno Verde Public, Inc. a California corporation ARTICLE I OFFICES Section 1.01 Principal Offices. The Board of Directors (the “Board”) shall fix the location of the principal executive office of the Corporation at any place within or outside the State of California. If the principal executive office is located outside the State of California, and the Corporation has one or more business offices in the State of California, the Board shall fix and designate a principal business office in the State of California. Section 1.02 Other Offices. The Board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business. ARTICLE II. SHAREHOLDERS Section 2.01 Annual Meeting. The annual meeting of the shareholders for the election of Directors to succeed those whose terms expire and for the transaction of any other business as may properly come before the meeting shall be held on the first Monday of April. However, if this day falls on a legal holiday, then the meeting shall be held on the next succeeding business day. If an annual meeting of the shareholders is not held as prescribed in these bylaws, the election of Directors may be held at any meeting subsequently called pursuant to these bylaws. Section 2.02 Special Meetings. Special meetings of the shareholders may be called at any time by the Board, the Chair of the Board (the “Chair”), the President or one (1) or more shareholders holding shares in the aggregate entitled to cast not less than twenty percent (20%) of the votes at the meeting. If a special meeting is called by any person or persons other than the Board, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by United States mail or email to the Chair, the President and, any Vice President or the Secretary of the Corporation. The request shall also specify the time of the meeting which shall not be less than ten (10) nor more than sixty (60) days after receipt of the request. The Officer receiving the request shall forthwith cause notice to be given to the shareholders entitled to vote hereunder that a meeting will be held at the time specified. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained herein shall be construed as limiting, fixing or affecting the time when a shareholders’ meeting called by action of the Board may be held. Section 2.03 Place of Meetings. All meetings of the shareholders shall be at any place within or without the State of California as designated by the Board. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the Corporation. Section 2.04 Notice. All notices of shareholder meetings shall be sent or otherwise given in accordance with these bylaws, not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and: (1) in the case of a special meeting, the general nature of the business to be transacted; or (2) in the case of the annual meeting, those matters which the Board, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting at which Directors are to be elected shall include the name of any nominee or Bylaws Page 2 of 17 nominees whom, at the time of the notice, management intends to present for election. If any of the foregoing enumerated actions are proposed to be taken at any meeting for approval of the following actions under the General Corporation Law (Cal. Corp. Code, §§ 100 et seq., “Corporations Code”), then the notice shall also state the general nature of that proposal: (a) a contract or transaction in which a Director has a direct or indirect financial interest under Corporations Code, § 310; (b) an amendment of the Articles of Incorporation under Corporations Code, § 902; (c) a reorganization of the Corporation under Corporations Code, § 1201; (d) a voluntary dissolution of the Corporation under Corporations Code, § 1900; or (e) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares under Corporations Code § 2007. Section 2.05 Manner of Giving Notice; Affidavit of Notice. Notice of any shareholders’ meeting shall be given either personally or by U.S. mail or email, addressed to the shareholder at the address of that shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice. If no such address appears on the Corporation’s books or has been so given, notice shall be deemed to have been given if sent to that shareholder by first class mail or telegraphic or other written communication to the Corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally, deposited in the mail, delivered to a common carrier for transmission to the recipient, actually transmitted by electronic means to the recipient by the person giving the notice, or sent by other means of written communication. If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service was unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if the notices shall be available to the shareholder on written demand of the shareholder at the principal executive office of the Corporation for a period of sixty (60) days from the date of the giving of the notice. An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting may be executed by the person giving the notice and filed and maintained in the minute book of the Corporation. Section 2.06 Quorum. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any shareholders’ meeting constitutes a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the departure from the meeting of enough shareholders to leave less than a quorum, if any action taken, other than an adjournment, is approved by at least a majority of the shares required to constitute a quorum. Section 2.07 Adjourned Meeting; Notice. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time-to-time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 2.06. Bylaws Page 3 of 17 When any shareholders’ meeting, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board shall set a new record date. Notice of any adjourned meeting, if required, shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.04 and 2.05. At any adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting. Section 2.08 Voting. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.11, subject to the provisions of Corporations Code, §§ 702 to 704, inclusive, (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership), as amended. The shareholders’ vote may be by voice vote or by ballot; provided, however, that any election for Directors must be by ballot if demanded by any shareholder before the voting has begun. Except as provided in the last paragraph of this Section 2.08, below, or as may be otherwise provided in the Articles of Incorporation, each outstanding share, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote of the shareholders. On any matter other than the election of Directors, any shareholder may vote part of the shares owned by that shareholder in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present (or if a quorum had been present earlier at the meeting but some shareholders had withdrawn), the affirmative vote of a majority of the shares represented and voting, provided the shares voting affirmatively also constitute a majority of the number of shares required for a quorum, shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by California Corporations Code or by the Corporation’s Articles of Incorporation. At a shareholders’ meeting at which Directors are to be elected, no shareholder shall be entitled to cast for any candidate a number of votes greater than the number of votes which the shareholder normally is entitled to cast, or “cumulate votes,” unless the candidate’s name has been placed in nomination before commencement of the voting and a shareholder has given notice before the commencement of the voting of the shareholder’s intention to cumulate votes. If any shareholder has given that notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one: (1) candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which that shareholder’s shares are normally entitled or distribute the shareholder’s votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to and including the number of Directors to be elected, shall be elected. Section 2.09 Waiver of Notice or Consent by Absent Shareholders. The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special shareholders’ meeting, except that if an action is taken or proposed to be taken for approval of any of those matters specified in Section 2.04, the waiver of notice or consent shall state the general nature of the proposal. All waivers, consents, or approvals shall be filed Bylaws Page 4 of 17 with the corporate records or made a part of the minutes of the meeting. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in the notice of the meeting, but not so included, if that objection is expressly made at the meeting. Section 2.10 Shareholder Action by Written Consent Without a Meeting. Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. Directors may be elected by written consent without a meeting only if the written consents of the holders of a majority of the outstanding shares entitled to vote are obtained. All written consents shall be filed with the Secretary and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holder, transferee of the shares or personal representative or their respective proxy holders, may revoke the consent by a writing received by the Secretary before the written consents of the number of shares required to authorize the proposed action have been filed with the Secretary. If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the Secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. In the following cases, notice of such approval shall be given at least ten (10) days before the consummation of any action authorized by that approval: (a) contracts or transactions in which a Director has a direct or indirect financial interest under Corporations Code, § 310; (b) indemnification of agents of the Corporation under Corporations Code, § 317; (c) a reorganization of the Corporation under Corporations Code, § 1201; or (d) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, under Corporations Code, § 2007. Section 2.11 Record Date for Shareholder Notice, Voting and Giving Consents. For purposes of determining the shareholders entitled to notice of any meeting, or to vote or to give consent to corporate action without a meeting, the Board may fix, in advance, a record date, which shall not be more than sixty (60) days or less than ten (10) days before the date of any such meeting or more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record at the close of business on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the California Corporations Code. If the Board does not fix a record date: (a) The record date for determining shareholders entitled to notice of or to vote at a meeting Bylaws Page 5 of 17 of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. (b) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting shall be the day on which the first written consent is given. (c) The record date for any other purpose shall be as provided in Article VII of these bylaws. Section 2.12 Proxies. Every person entitled to vote for Directors or on any other matter shall have the right to do so either in person or by one (1) or more agents authorized by a written proxy signed by the person and filed with the Secretary. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy, whether by personal signature, typewriting, telegraphic transmission, or otherwise, by the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect unless: (1) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the Corporation stating that the proxy is revoked, or by attendance at the meeting and voting in person by the person who executed the proxy or by a subsequent proxy executed by the same person and presented at the meeting; or (2) written notice of the death or incapacity of the maker of that proxy is received by the Corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Corp. Code, § 705(e) and (f). Section 2.13 Inspectors of Election. Before any meeting of the shareholders, the Board may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chair of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as an inspector fails to appear or fails or refuses to act, the chair of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy. These inspectors of election shall: (a) determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; (b) receive votes, ballots, or consents; (c) hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) count and tabulate all votes or consents; (e) determine when the polls shall close; (f) determine the result; and (g) do any other act that may be proper to conduct the election or vote with fairness to all shareholders. Bylaws Page 6 of 17 Section 2.14 Conduct of Meetings. Subject to any limitations in the Articles of Incorporation or these Bylaws and to any provision of the California Corporations Code, all annual and special meetings of shareholders shall be conducted in accordance with those rules and procedures as the Board may determine and, as to matters not governed by those rules and procedures, as the chair of the meeting shall determine, including, without limitation, the establishment of rules and procedures for the maintenance of order, safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to the meeting after the time prescribed for its commencement, and the opening and closing of the voting polls. ARTICLE III. BOARD OF DIRECTORS Section 3.01 Powers. Subject to any limitations in the Articles of Incorporation or these Bylaws, and to any provision of the California Corporations Code requiring shareholder authorization or approval for a particular action, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the day-to-day operation of the business of the Corporation to a management company or other person, provided that the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Section 3.02 Number, Tenure and Qualifications. Pursuant to California Corporations Code §212(a), the authorized number of Directors of the Board shall be three (3), until changed, within the limits specified herein, by an amendment to this Section of the Bylaws, duly adopted by either the Board or duly adopted by either the Board or by the Shareholders. Notwithstanding the foregoing, in the event that there is one (1) shareholder of Company, the authorized number of Directors of the Board of Company shall be one (1) director. In the event that there are two (2) shareholders or three (3) shareholders of Company, the authorized number of Directors of the Board of Company shall be three (3) directors. The indefinite number of Directors may be changed, or a definite number fixed without provision for an indefinite number, by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Section of the Bylaws duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the number of Directors to a number less than three (3) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than 16⅔% of the outstanding shares entitled to vote. Directors shall be elected at each annual meeting of shareholders to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. If an annual meeting is not held, or the Directors are not elected at that annual meeting, the Directors may be elected at any special meeting of the shareholders held for that purpose. Directors can be but are not required to be shareholders. Section 3.03 Regular Meetings. A regular annual meeting of the Board shall be held immediately after, and at the same place as, the annual meeting of shareholders for the purpose of electing Officers and transacting any other business. The Board may provide for other regular meetings from time to time by resolution. Annual and other regular meetings may be held without call or notice. Section 3.04 Special Meetings. Special meetings of the Board for any purpose or purposes may be called at any time by the designation of persons authorized to call special meetings. Notice of the time and place of special meetings shall be delivered by United States mail or email, addressed to each Director at that Director’s address as it is shown on the records of the Corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of meeting. In case the notice is delivered by email it shall be delivered by email at least forty-eight (48) hours before the time of Bylaws Page 7 of 17 the meeting. Any oral notice given personally or by telephone may be communicated either to the Director or to a person at the office of the Director whom the person giving the notice has reason to believe will promptly communicate it to the Director. The notice need not specify the purpose of the meeting, nor need it specify the place if the meeting is to be held at the principal executive office of the Corporation. Section 3.05 Place of Meetings. Meetings of the Board may be held at any place within or without the State of California that has been designated in the notice. If a place has not been stated in the notice or there is no notice, meetings shall be held at the principal executive office of the Corporation unless another place has been designated by a resolution duly adopted by the Board. Section 3.06 Participation by Electronic Means. Members of the Board may participate in a meeting through use of conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting pursuant to this section as long as all members participating in the meeting are able to hear one another. Participation in a meeting through the use of communications equipment other than conference telephone constitutes presence in person at that meeting pursuant to this section as long as each member participating in the meeting can communicate with all other participants concurrently; each member may participate in all matters before the board, including proposing or objecting to a specific action to be taken by the Corporation; and the Corporation verifies prior to the meeting that persons participating in the meeting are entitled to participate, and that any action or vote taken at the meeting is taken only by the Directors. Section 3.07 Quorum. A majority of authorized Directors shall constitute a quorum for the transaction of business. In the absence of a quorum a majority of the Directors present may adjourn any meeting to another time and place. If a meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given, as set forth in Bylaws, prior to the time of the adjourned meeting to the Directors who were not present at the time of adjournment. Section 3.08 Action at Meeting. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board, subject to the provisions of Corp. Code, § 310 (as to approval of contracts or transactions in which a Director has a direct or indirect material financial interest), Corp. Code, § 311 (as to appointment of committees), and Corp. Code, § 317(e) (as to indemnification of Directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting. Section 3.09 Waiver of Notice. The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes of that meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of any meeting of the Board need not be given to any Director who attends the meeting without protesting prior to the meeting or at its commencement the lack of notice to him or her. A waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors. Section 3.10 Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to that action. The written consent or consents shall be filed with the minutes of the proceedings of the Board. The action by written consent shall have the same force and effect as a unanimous vote of such Directors. Bylaws Page 8 of 17 Section 3.11 Removal. The Board may declare vacant the office of a Director who has been declared of unsound mind by an order of court or who has been convicted of a felony, as defined in Pen. Code, § 17. The entire Board or any individual Director may be removed from office without cause by a vote of those shareholders holding a majority of the outstanding shares entitled to vote at an election of the Director or Directors concerned; provided, however, that unless the entire Board is removed, no individual Director may be removed when the votes cast against removal, or not consenting in writing to that removal, would be sufficient to elect such Director if voted cumulatively at an election at which the same total number of votes cast were cast (or, if that action is taken by written consent, all shares entitled to vote were voted) and the entire number of Directors authorized at the time of the Director’s most recent election were then being elected. If the office of a Director is so declared vacant or if the Board or any one or more Directors be so removed, new Directors may be elected at the same meeting. Section 3.12 Resignations. Any Director may resign effective on giving written notice to the Chair of the Board, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. Section 3.13 Vacancies. Except for a vacancy created by the removal of a Director, all vacancies on the Board, whether caused by resignation, death, or otherwise, may be filled by a majority of the remaining Directors, even though less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until the expiration of the term for which elected until a successor is elected and qualified. Vacancies created by the removal of a Director may be filled only by approval of a majority of the shareholders entitled to vote at an election of Directors. The shareholders may elect a Director at any time to fill any vacancy not filled by the Directors. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote. A vacancy or vacancies on the Board shall be deemed to exist: (a) in the event of the death, resignation or removal of any Director; (b) if the Board by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony; (c) if the authorized number of Directors is increased; or (d) if the shareholders fail, at any meeting of shareholders at which any Director or Directors are elected, to elect the number of Directors to be elected at that meeting. Section 3.14 Compensation. Directors and members of committees may receive compensation for their services, and reimbursement for expenses as may be fixed or determined by a resolution of the Board. This Section shall not be construed to preclude any Director from serving the Corporation in any other capacity as an Officer, agent, employee, or otherwise, and receiving compensation for those services. Section 3.15 Committees. The Board may, by resolution adopted by a majority of the authorized number of Directors, designate one or more committees, each consisting of two (2) or more Directors, to serve at the pleasure of the Board. The appointment of members of a committee requires the vote of the authorized number of Directors. Any committee, to the extent provided in a resolution of the Board, shall Bylaws Page 9 of 17 have all the authority of the Board in the management of the business and affairs of the Corporation, except with respect to: (a) the approval of any action requiring shareholders’ approval or approval of the outstanding shares; (b) the filling of vacancies on the Board or any committee; (c) the fixing of compensation of Directors for serving on the Board or a committee; (d) the adoption, amendment or repeal of a Bylaw or Bylaws; (e) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; (f) a distribution to shareholders, except at a rate or in a periodic amount or within a price range determined by the Board; and (g) the appointment of other committees of the Board or the members of the committee. Section 3.16 Meetings and Action of Committees. Meetings and action of committees shall be governed by and held and taken in accordance with the provisions of these Bylaws dealing with meetings of Directors, with those changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; special meetings of committees may also be called by resolution of the Board; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws. ARTICLE IV. OFFICERS Section 4.01 Number and Term. The Officers of the Corporation shall be a Chair of the Board of Directors (“Chair”) or a President, or both, one or more Vice Presidents, a Secretary and a Chief Financial Officer, all of whom shall be chosen by the Board. In addition, the Board may appoint such other Officers as may be deemed expedient for the proper conduct of the business of the Corporation, each of whom shall have the authority and perform the duties as the Board may from time to time determine. The Officers to be appointed by the Board shall be chosen annually at the regular meeting of the Board held after the annual shareholders’ meeting and shall serve at the pleasure of the Board, subject to the rights, if any, of an Officer under any employment contract. If Officers are not chosen at that meeting of the Board, they shall be chosen as soon after the meeting as shall be convenient. Each Officer shall hold office until that Officer’s successor shall have been duly chosen or until that Officer’s removal or resignation. Section 4.02 Inability to Act. In the case of the absence or the inability to act of any Officer of the Corporation and of any person authorized by these Bylaws to act in the Officer’s place, the Board may from time to time delegate the powers or duties of that Officer to any other Officer, or any Director or other person whom it may select. Section 4.03 Removal and Resignation. Subject to the rights, if any, of an Officer under any contract of employment, any Officer chosen by the Board may be removed at any time, with or without Bylaws Page 10 of 17 cause, by the Board or, except in the case of an Officer chosen by the Board, by any Officer on whom that power of removal may be conferred by the Board. Any Officer chosen by the Board may resign at any time by giving a written notice of resignation to the Corporation. Unless a different time is specified in the notice, that resignation shall be effective upon its receipt by the Chair, the President, the Secretary, or the Board. Section 4.04 Vacancies. A vacancy in any office because of any cause may be filled by the Board for the unexpired portion of the term. Section 4.05 Chair. The Chair, if such office is filled by the Board, shall when present, preside at all meetings of shareholders and the Board and shall perform all other duties as are incident to the office or are assigned by the Board. If the Chair is designated as the Chief Executive Officer or if there is no President or Vice President performing the duties of the President pursuant to Section 4.06, the Chair shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 4.06. Section 4.06 President. The President shall be the general manager and, unless the Chair has been designated by the Board as the Chief Executive Officer, Chief Executive Officer of the Corporation and, in the absence of the Chair (if a Chair has been appointed) or during any period in which the office of Chair is for any reason vacant, shall preside at all shareholders’ meetings and, if a member, at all meetings of the Board. If the President is the Chief Executive Officer, the President shall, subject to the control of the Board, have general supervision of the affairs of the Corporation, shall sign or countersign or authorize another Officer to sign all certificates, contracts, and other instruments of the Corporation as authorized by the Board, shall make reports to the Board and shareholders, and shall perform all such other duties as are incident to that office or are properly required by the Board. If the President is not the Chief Executive Officer, the President shall have those powers and discharge those duties as may be assigned from time to time by the Chair or by the Board. Section 4.07 Vice Presidents. In the absence of the President, or in the event of the President’s death, disability, or refusal to act, the Vice President or, in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their selection, or in the absence of any designation, then in the order of their selection, shall perform the duties of the President, and when so acting, shall have all the powers and be subject to all restrictions upon the President. Each Vice President shall have those powers and discharge those duties as may be assigned from time to time by the Chief Executive Officer or by the Board. Section 4.08 Secretary. The Secretary shall keep or cause to be kept, at the principal executive office of the Corporation or such other place as the Board may direct, a book of minutes of all meetings and actions of Directors, committees of Directors and shareholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names of those present at Directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation, or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Bylaws Page 11 of 17 Board required to be given by law or by these Bylaws. The Secretary shall keep the seal of the Corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or by these Bylaws. The Assistant Secretary or Secretaries who may be appointed by the Board, in the order of their seniority shall, in the absence or disability of the Secretary, or in the event of the Secretary’s refusal to act, perform the duties and exercise the powers and discharge those duties as may be assigned from time to time by the Chief Executive Officer or by the Board. Section 4.09 Chief Financial Officer. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any Director. The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the president and Directors, whenever they request it, an account of all of his transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws. The Assistant or Assistants to the Chief Financial Officer who may be appointed by the Board, in the order of their seniority shall, in the absence or disability of the Chief Financial Officer, or in the event of the Chief Financial Officer’s refusal to act, perform the duties and exercise the powers of the Chief Financial Officer, and shall have those powers and discharge those duties as may be assigned from time to time by the President or by the Board. Section 4.10 Salaries. The salaries of the Officers may be fixed from time to time by the Board and no Officer shall be prevented from receiving that salary by reason of the fact that the Officer is also a Director of the Corporation. Section 4.11 Approval of Loans to Officers. The Corporation may, upon the approval of the Board alone, make loans of money or property to, or guarantee the obligations of, any Officer of the Corporation or its parent or subsidiary, whether or not a Director, or adopt an employee benefit plan or plans authorizing such loans or guaranties provided that: (a) the Board determines that such a loan or guaranty or plan may reasonably be expected to benefit the Corporation; (b) the Corporation has outstanding shares held of record by one hundred (100) or more persons (determined as provided in § 605 of the California Corporations Code) on the date of approval by the Board; (c) the approval of the Board is by a vote sufficient without counting the vote of any interested Director or Directors; and (d) this section has been approved by the shareholders in accordance with §§ 315(b) and 152 of the California Corporations Code. ARTICLE V. Bylaws Page 12 of 17 EXECUTION OF CORPORATE INSTRUMENTS, RATIFICATION OF CONTRACTS, AND VOTING OF SHARES OWNED BY THE CORPORATION Section 5.01 Execution of Corporate Instruments. The Board may, in its discretion, determine the method and designate the signatory Officer or Officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by law, and that execution or signature shall be binding upon the Corporation. Unless otherwise specifically determined by the Board: (a) formal contracts of the Corporation, promissory notes, deeds of trust, mortgages, and other evidences of indebtedness of the Corporation, and other corporate instruments or documents requiring the corporate seal (except for share certificates issued by the Corporation), and share certificates owned by the Corporation, shall be executed, signed, or endorsed by the acting Chair; (b) checks drawn on banks or other depositories on funds to the credit of the Corporation, or in special accounts of the Corporation, shall be signed in a manner, including a facsimile signature, and by a person or persons as shall be authorized by the Board; (c) dividend warrants, drafts, insurance policies, and all other instruments and documents requiring the corporate signature, but not requiring the corporate seal, shall be executed or signed in the manner directed by the Board; and (d) share certificates issued by the Corporation shall be signed in a manner. Section 5.02 Ratification by Shareholders. The Board may, in its discretion, submit any contract or act for approval or ratification by the shareholders at any annual shareholders’ meeting or at any special shareholders’ meeting called for that purpose. Any contract or act which shall be approved or ratified by the holders of a majority of the voting power of the Corporation represented at that meeting shall be as valid and binding upon the Corporation as though approved or ratified by each and every shareholder of the Corporation, unless a greater vote is required by law for this purpose. ARTICLE VI. VOTING OF SHARES OWNED BY THE CORPORATION All shares of other corporations owned or held by the Corporation for itself or for other parties in any capacity shall be voted, and all proxies with respect to those shares shall be executed, by the person authorized to do so by resolution of the Board or, in the absence of such authorization, by the acting Chair. ARTICLE VII. SHARE CERTIFICATES Section 7.01 Form of Certificates. Share certificates of the Corporation shall be in a form and design as the Board shall determine. Each certificate shall state the certificate number, the date of issuance, the number, designation, class, and the name of the record holder of the shares represented by the certificate, the name of the Corporation, and if the shares of the Corporation are classified or if any class of shares has two (2) or more series, the legends required by Corp. Code, § 417. Section 7.02 Transfer of Shares. Shares may be transferred in any manner permitted or provided by law. Before any transfer of shares is entered upon the books of the Corporation or recognized by the designated transfer agent or registrar of the Corporation, or any new certificate is issued replacing an Bylaws Page 13 of 17 existing certificate, the existing certificate, properly endorsed, shall be surrendered and canceled, except when the certificate has been lost or destroyed. Section 7.03 Lost Certificates. The Board may order a new share certificate to be issued in the place of any certificate alleged to have been lost or destroyed, but in every case the owner of the lost certificate may be required to give the Corporation a bond, with surety, in the form and amount as the Board may determine, as indemnity against any loss or claim that the Corporation may incur by reason of the issuance of a new certificate. ARTICLE VIII. MISCELLANEOUS Section 8.01 Record Date for Purposes Other Than Notice and Voting. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect to any other lawful action (other than an action by shareholders by written consent without a meeting), the Board may fix, in advance, a record date which shall not be more than sixty (60) nor less than ten (10) days before any action. Shareholders on the record date are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided by agreement or by applicable law. If the Board does not fix a record date, the record date for determining shareholders for any purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later. Section 8.02 Corporate Seal. The Corporation may have a corporate seal in such form as shall be prescribed and adopted by the Board. Section 8.03 Fiscal Year. The fiscal year of the Corporation shall end on December 31. Section 8.04 Annual Statement of General Information. The Corporation shall annually during the calendar month in which its original Articles of Incorporation were filed or during the preceding five (5) calendar months, file with the Secretary of State of the State of California, on the prescribed form, a statement setting forth the authorized number of Directors, the names and complete business or residence addresses of all incumbent Directors, the names and complete business or residence addresses of the Chief Executive Officer, the Secretary, and the Chief Financial Officer, the street address of the Corporation’s principal executive office or principal business office in the State of California, and the general type of business constituting the principal business activity of the Corporation, together with a designation of the agent of the Corporation for the purpose of service of process, all in compliance with Corp. Code, § 1502. Notwithstanding the preceding paragraph, if there has been no change in the information contained in the Corporation’s last annual statement on file with the Secretary of State of the State of California, the Corporation may, in lieu of filing the annual statement described in the preceding paragraph, advise the Secretary of State, on the appropriate form, that no changes in the required information have occurred during the applicable period. Section 8.05 Maintenance and Inspection of Share Register. The Corporation shall keep either at its principal executive office or at the office of its transfer agent or registrar (if either be appointed), as determined by resolution of the Board, a record of its shareholders listing the names and addresses of all shareholders and the number and class of shares held by each shareholder. Bylaws Page 14 of 17 Any shareholder appearing on the books of the Corporation may: (i) inspect and copy the records of shareholders’ names, addresses, and shareholdings during usual business hours on five (5) days’ prior written demand on the Corporation; and (ii) obtain from the transfer agent of the Corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the names and addresses of the shareholders who are entitled to vote for the election of Directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. Such list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or five (5) days after the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this section may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand. Section 8.06 Maintenance and Inspection of Bylaws. The Corporation shall keep at its principal executive office or, if its principal executive office is not in the State of California, at its principal business office in California the original or a copy of these Bylaws as amended to date, which Bylaws shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the Corporation is outside the State of California and the Corporation has no principal business office in such state, then the Secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of these Bylaws as amended to date. Section 8.07 Maintenance and Inspection of Other Corporate Records. The accounting books and records and the minutes of proceedings of the shareholders, of the Board, and of any committee or committees of the Board shall be kept at such place or places as are designated by the Board or, in absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Such rights of inspection shall extend to the records of each subsidiary corporation of the Corporation. Section 8.08 Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind as well as the physical properties of the Corporation and each of its subsidiary corporations. Such inspection by a Director may be made in person or by an agent or attorney. The right of inspection includes the right to copy and make extracts of documents. Section 8.09 Annual Report to Shareholders; Waiver. The Board shall cause an annual report to be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal year adopted by the Corporation. Such report shall be sent at least thirty (30) days before the annual meeting of shareholders to be held during the next fiscal year. Notwithstanding the foregoing, so long as the shares of the Corporation are held by fewer than one hundred (100) holders of record, no annual report shall be required. Bylaws Page 15 of 17 In the event that an annual report is required, the annual report shall contain: (a) a balance sheet as of the end of the fiscal year; (b) an income statement; (c) a statement of changes in financial position for the fiscal year; and (d) any report of independent accountants or, if there is no such report, the certificate of an authorized Officer of the Corporation that the statements were prepared without audit from the books and records of the Corporation. The foregoing requirement may be satisfied by the Corporation when the Corporation has an outstanding class of securities registered under Section 12 of the Securities Exchange Act of 1934 if the Corporation complies with 17 C.F.R. § 240.14a-16, as it may be amended from time-to-time, with respect to the obligation of a corporation to furnish an annual report to shareholders pursuant to 17 C.F.R. § 240.14a-3(b). Section 8.10 Financial Statements. If no annual report for the fiscal year has been sent to shareholders, then the Corporation shall, upon the written request of any shareholder made more than one hundred twenty (120) days after the close of such fiscal year, deliver or mail to the person making the request, within sixty (60) days thereafter, a copy of a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year. Section 8.11 Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction, and definitions in the California Corporations Code as in effect from time to time shall govern the construction of these Bylaws and references to particular sections of the California Corporations Code shall include any successor provisions. ARTICLE IX. INDEMNIFICATION Section 9.01 Right of Indemnification. Each person who was or is a party or is threatened to be made a party to or is involved (as a party, witness, or otherwise), in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that the person, or another person for whom that person is the legal representative, is or was a Director, Officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a Director, Officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the Corporation or of another enterprise at the request of the predecessor corporation, including, without limitation, service with respect to employee benefit plans, whether the basis of the Proceeding is alleged conduct in an official capacity as a Director, Officer, employee, or agent or in any other capacity while serving as a Director, Officer, employee, or agent (an “Agent”), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by statutory and decisional law, as the same exists or may in the future be interpreted or amended (but, in the case of any such amendment or interpretation, only to the extent that the amendment or interpretation permits the Corporation to provide broader indemnification rights than were permitted prior to the amendment) against all expenses, liability, and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed, and any federal, state, local, or foreign taxes or liens Bylaws Page 16 of 17 imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article) incurred or suffered by the person in connection with investigating, defending, being a witness in, or participating in, including, without limitation, appellate proceedings, or preparing for any of the foregoing in, any Proceeding (“Expenses”). The right to indemnification conferred in this Article shall be a contractual right. It is the Corporation’s intention that these Bylaws provide indemnification in excess of that expressly permitted by Corp. Code, § 317 as authorized by the Corporation’s Articles of Incorporation. Section 9.02 Authority to Advance Expenses. Expenses incurred by an Officer or Director, acting in that corporate capacity in defending a proceeding, shall be paid by the Corporation in advance of the final disposition of that proceeding; provided, however, that if required by the California Corporations Code, such expenses shall be advanced only on the delivery to the Corporation of an undertaking by or on behalf of that Director or Officer to repay the amount if it shall ultimately be determined that the Director or Officer was not entitled to be indemnified by the Corporation as authorized in this Article or otherwise. Expenses incurred by other Agents of the Corporation, or by the Directors or Officers not acting in their corporate capacity, including, without limitation, service with respect to employee benefit plans, may be advanced on the receipt of a similar undertaking, if required by law, and upon any other terms and conditions as the Board deems appropriate. Any obligation to reimburse the Corporation for Expense advances shall be unsecured and no interest shall be charged these advances. Section 9.03 Right of Claimant to Bring Suit. If a claim under these Bylaws is not paid in full by the Corporation within one hundred twenty (120) days after a written claim has been received by the Corporation, the claimant may at any time subsequent to the running of that time period commence a proceeding against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, shall be entitled to be paid for the expense, including, without limitation, attorney’s fees, of prosecuting the claim. It shall be a defense to any proceeding, other than an action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the Corporation, that the claimant has not met the standards of conduct that make it permissible under the California Corporations Code for the Corporation to indemnify the claimant for the amount claimed. The burden of proving that defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of the action that indemnification of the claimant would be proper under the circumstances because the claimant has met the applicable standard of conduct set forth in the California Corporations Code, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its shareholders) that the claimant had not met the applicable standard of conduct, shall either be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. Section 9.04 Provisions Nonexclusive. The rights conferred on any person by this Article shall not be exclusive of any other rights that the person may have or may later acquire under any statute, provision of the Articles of Incorporation, agreement, vote of the shareholders or disinterested Directors, or otherwise, both as to any action in an official capacity and as to any action in another capacity while holding office. To the extent that any provision of the Articles of Incorporation, agreement, or vote of the shareholders or disinterested Directors is inconsistent with these Bylaws, the provision, agreement, or vote shall take precedence. Section 9.05 Authority to Insure. The Corporation may purchase and maintain insurance to protect itself and any agent against any expense asserted against them or incurred by an agent, whether or not the Corporation would have the power to indemnify the agent against the expense under applicable law or the provisions of this Article, provided that, in cases where the Corporation owns all or a portion of the shares of the company issuing the insurance policy, the company or the policy must meet one of the two sets of conditions set forth in Corp. Code, § 317. Bylaws Page 17 of 17 Section 9.06 Survival of Rights. The rights provided by this Article shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, and administrators of that person. Section 9.07 Settlement of Claims. The Corporation shall not be liable to indemnify any Agent under this Agent: (1) for any amounts paid in settlement of any action or claim effected without the Corporation’s written consent, which consent shall not be unreasonably withheld; or (2) for any judicial award, if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of the action. Section 9.08 Effect of Amendment. Any amendment, repeal, or modification of this Article shall not adversely affect any right or protection of any Agent existing at the time of that amendment, repeal, or modification. Section 9.09 Subrogation. In the event of a payment under this Article, the Corporation shall be subrogated to the extent of that payment to all of the rights of recovery of the Agent, who shall execute all papers required and shall do everything that may be necessary to secure those rights, including, without limitation, the execution of any documents necessary to enable the Corporation effectively to bring suit to enforce those rights. Section 9.10 No Duplication of Payments. The Corporation shall not be liable under this Article to make any payment in connection with any claim made against the Agent to the extent the Agent has otherwise actually received payment (under any insurance policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiable pursuant to these Bylaws. ARTICLE X. AMENDMENTS Section 10.01 Amendment by Shareholders. New Bylaws may be adopted or existing Bylaws may be amended or repealed by the vote or written consent of the holders of a majority of the outstanding shares entitled to vote, except as otherwise provided by law, these Bylaws, or the Articles of Incorporation. Section 10.02 Amendment by Directors. Subject to the rights of the shareholders herein, any Bylaw, other than a Bylaw or an amendment of a Bylaw changing the authorized number of Directors, may be adopted, amended, or repealed by the Board. These Bylaws were adopted by the Directors of this corporation as of November 19, 2020. _____________________________ Chris Henry, Secretary EXHIBIT C Notice of Assignment of EIN [insert on subsequent pages] EXHIBIT D Initial Statement of Information [insert on subsequent pages] EXHIBIT E Form of Common Stock Certificate [insert on subsequent pages] INCORPORATED UNDER THE LAWS OF STATE OF CALIFORNIA STOCK CERTIFICATE FRESNO VERDE PUBLIC, INC. Total Authorized Issue 1,000,000 Shares of Common Stock This Certifies that _____________________ is the owner of ______________(____) fully paid and non-assessable shares of Common Stock of FRESNO VERDE PUBLIC, INC. (the “Corporation”), transferable only on the books of the Corporation by the holder thereof in person or by a duly authorized Attorney upon surrender of this Certificate properly endorsed. In Witness Whereof, the Corporation has caused this Certificate to be signed by its duly authorized officers. This ____________ day of ________________,20____. _______________________________________ _______________________________________ __________________, Secretary __________________, CEO SPECIMEN _____ Shares Number _____ EXHIBIT F-1 SPA 1 [insert on subsequent pages] Stock Purchase Agreement Page 1 of 6 STOCK PURCHASE AGREEMENT This stock purchase agreement (this “Agreement”) is executed and delivered as of November 19, 2020 (the “Effective Date”) by and between Fresno Verde Public, Inc., a California corporation (the “Corporation”) and _Mushana Kelly____________, an individual (“Purchaser”). As used herein, Corporation and Purchaser may collectively be referred to as the Parties, or individually as a “Party”. WHEREAS, the articles of incorporation of the Corporation (the “Articles”) authorize the Corporation to issue up to one million (1,000,000) shares of Common Stock; WHEREAS, in exchange for the Purchase Price (as defined below), Purchaser desires to subscribe and purchase the Subject Shares (as defined below) and Corporation desires to issue the Subject Shares to Purchaser. NOW THEREFORE, in consideration of the promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound hereby, do promise and agree as follows: 1. Sale and Purchase of Subject Shares. The Purchaser hereby subscribes to purchase the number of shares of the Corporation’s Common Stock set forth below (the “Subject Shares”), for the purchase price set forth below (the “Purchase Price”). The subscription and purchase of the Subject Shares shall take place at a closing (the “Closing”) to be held on or before 5:00 p.m. Pacific Standard Time, on the Effective Date, or on such other date and time as the parties may agree to in writing. At the Closing, (i) the Parties shall execute this Agreement and such other related transaction documents; (ii) Purchaser shall pay the Purchase Price to the Corporation by wire of immediately available funds to the account designated by Corporation or via other mutually agreed payment method; and (iii) the Corporation shall issue the Subject Shares to Purchaser. The Subject Shares shall be represented by a stock certificate to be issued by the Corporation at the Closing. 2. Investment and Taxation Representations. In connection with the purchase of the Subject Shares, Purchaser represents to the Corporation the following: a. Purchaser is aware of the Corporation’s business affairs and financial condition and has acquired sufficient information about the Corporation to reach an informed and knowledgeable decision to acquire the Subject Shares. Purchaser is purchasing the Subject Shares for investment for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933 (the “Securities Act”) or any state securities or “Blue Sky” laws. Purchaser does not have any present intention to transfer the Subject Shares to any other person or entity. b. Purchaser understands that the Subject Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, or any state securities or “Blue Sky” laws, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. Stock Purchase Agreement Page 2 of 6 c. Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Corporation is under no obligation to register the securities. d. Purchaser is familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a nonpublic offering subject to the satisfaction of certain conditions. Purchaser understands that the Corporation provides no assurances as to whether he or she will be able to resell any or all of the Subject Shares pursuant to Rule 144, which rule requires, among other things, that the Corporation be subject to the reporting requirements of the Exchange Act, that resales of securities take place only after the holder of the Subject Shares has held the Subject Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this Section 2(d), Purchaser acknowledges and agrees to the restrictions set forth in Section 2(e) below. e. Purchaser further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. f. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Subject Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Subject Shares and that Purchaser is not relying on the Corporation for any tax advice. g. Purchaser acknowledges that it has, alone or together with its representative, sufficient knowledge and experience in financial and business matter to be capable of evaluating the merits and risks of purchasing the Subject Shares. The Purchaser recognizes that purchasing the Subject Shares involves certain risks, and the Purchaser has taken full cognizance of, understands, and is willing to bear the risks related to the purchase of the Subject Shares. 3. Corporation’s Right of First Refusal. Before any Subject Shares acquired by Purchaser hereunder (or any beneficial interest in such Subject Shares) may be sold, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the Purchaser or any subsequent transferee (each a “Holder”), such Holder must first offer such Subject Shares (or beneficial interest therein) to the Corporation and/or its assignee(s) as set forth in this Section 3. The Corporation shall not be required (i) to transfer on its books any Subject Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Subject Shares to any purchaser or other transferee to whom such Subject Shares shall have been so transferred. a. Notice and Exercise of Proposed Transfer. The Holder shall deliver to the Corporation a written notice stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Subject Shares; (ii) the name of each proposed transferee; (iii) the number of Subject Shares to be transferred to each proposed transferee; (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Subject Shares; and (v) that by delivering the notice, the Holder offers all such Subject Shares Stock Purchase Agreement Page 3 of 6 to the Corporation and/or its assignee(s) pursuant to this section and on the same terms described in the notice. At any time within thirty (30) days after receipt of the Holder’s notice, the Corporation and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all or any portion of the Subject Shares proposed to be transferred to any one or more of the proposed transferees, at the purchase price determined in accordance herewith. b. Purchase Price. The purchase price for the Subject Shares purchased by the Corporation and/or its assignee(s) under this section shall be the price listed in the Holder’s notice. If the price listed in the Holder’s notice includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Corporation in its sole and reasonable discretion. Payment of the purchase price shall be made, at the option of the Corporation and/or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Corporation and/or its assignee(s), or by any combination thereof within thirty (30) days after receipt by the Corporation of the Holder’s notice (or at such later date as is called for by such notice). c. Holder’s Right to Transfer. If all of the Subject Shares proposed in the notice to be transferred to a given proposed transferee are not purchased by the Corporation and/or its assignee(s) as provided in this section, then the Holder may sell or otherwise transfer such remaining portion of the Subject Shares to that proposed transferee; provided that: (i) the transfer is made only on the terms provided for in the notice, with the exception of the purchase price, which may be either the price listed in the notice or any higher price; (ii) such transfer is consummated within ninety (90) days after the date the notice is delivered to the Corporation; (iii) the transfer is effected in accordance with any applicable securities laws, and if requested by the Corporation, the Holder shall have delivered an opinion of counsel acceptable to the Corporation to that effect; and (iv) the proposed transferee agrees in writing to receive and hold the Subject Shares so transferred subject to all of the provisions of this Agreement, including but not limited to this section,, and there shall be no further transfer of such Subject Shares except in accordance with the terms of this section. If any Subject Shares described in a notice are not transferred to the proposed transferee within the period provided above, then before any such Subject Shares may be transferred, a new notice shall be given to the Corporation, and the Corporation and/or its assignees shall again be offered the right of first refusal described in this section. d. Involuntary Transfers. Subject to the other provisions of this Section 3, in the event, at any time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer (including, but not limited to, transfers by operation of law or other involuntary transfers in connection with a divorce, dissolution, legal separation or annulment, but excluding transfers by will or intestacy) of all or a portion of the Subject Shares by the record holder thereof that does not occur in accordance with the other provisions of this Section 3, the Corporation shall have the right to purchase all of the Subject Shares transferred at the lesser of the purchase price paid by Purchaser pursuant to this Agreement or the fair market value of the Subject Shares on the date of transfer (as determined by the board of directors of the Corporation). Upon such a transfer, the persons transferring or acquiring the Subject Shares shall promptly notify the Secretary of the Corporation in writing of such transfer. The right to purchase such Subject Shares shall be provided to the Corporation for a period of thirty (30) days following receipt by the Corporation of written notice of the transfer. 4. Regulatory Disclosures. Purchaser agrees to provide the Corporation with certain information relating to the Purchaser that may be required by law to be disclosed to governing regulatory authorities. The Purchaser hereby authorizes and consents to the Corporation’s submission of all such required personal information of the Purchaser. 5. Legend Requirements. The Purchaser understands and agrees that the Corporation shall cause the legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing Stock Purchase Agreement Page 4 of 6 ownership of the Subject Shares, together with any other legends that may be required by the Corporation or by applicable state or federal securities laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.” 6. Miscellaneous. a. Dispute Resolution. The terms of this Agreement shall be construed in accordance with the laws of the State of California, as applied to contracts entered into by California residents within the State of California, and to be performed entirely within the State of California. In the event of any claim, demand, dispute, controversy or cause of action, arising out of or relating to any performance required under this Agreement, or the interpretation, validity or enforceability hereof (each a “Claim”), the parties hereto shall use their best efforts to settle the Claim. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable resolution satisfactory to the parties. If the Claim cannot be settled through negotiation within a period of seven (7) days, the parties agree to attempt in good faith to settle the Claim through mediation, administered by a mediator mutually agreeable to the parties, before resorting to arbitration. If they do not reach such resolution, or an agreed upon mediator cannot be identified, within a period of thirty (30) days, then, upon notice by either party to the other they shall commence arbitration as set forth below. The parties agree to submit any and all Claims, or any dispute related in any way to this Agreement and the services rendered hereunder, to binding arbitration before JAMS. The arbitration shall be held in accordance with the JAMS then-current Streamlined Arbitration Rules & Procedures (and no other JAMS rules), which currently are available at: https://www.jamsadr.com/rules-streamlined-arbitration. The arbitrator shall be either a retired judge, or an attorney who is experienced in commercial contracts and licensed to practice law in California, selected pursuant to the JAMS rules. The parties expressly agree that any arbitration shall be conducted in Fresno County, California. Each party understands and agrees that by signing this Agreement, such party is waiving the right to a jury. The arbitrator shall apply California substantive law in the adjudication of all Claims. Notwithstanding the foregoing, either party may apply to the Superior Courts located in Fresno County for a provisional remedy, including but not limited to a temporary restraining order or a preliminary injunction. The application for or enforcement of any provisional remedy by a party shall not operate as a waiver of the agreement to submit a dispute to binding arbitration pursuant to this provision. In no event shall a Claim be adjudicated in Federal District Court. In the event that either party commences a lawsuit in Federal District Court or moves to remove such action to Federal District Court, the parties hereby mutually agree to stipulate to a dismissal of such Federal Claim with prejudice. After a demand for arbitration has been filed and served, the Parties may engage in reasonable discovery in the form of requests for documents, interrogatories, requests for admission, and depositions. The arbitrator shall resolve any disputes concerning discovery. The arbitrator shall award costs and reasonable attorneys’ fees to the Stock Purchase Agreement Page 5 of 6 prevailing party, as determined by the arbitrator, to the extent permitted by California law. The arbitrator's decision shall be final and binding upon the parties. The arbitrator's decision shall include the arbitrator’s findings of fact and conclusions of law and shall be issued in writing within thirty (30) days of the commencement of the arbitration proceedings. The prevailing party may submit the arbitrator’s decision to Superior Courts located in Fresno County for an entry of judgment thereon. b. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof. c. Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. d. Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation may assign any of its rights and obligations under this Agreement. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Corporation. e. Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Corporation’s books and records. f. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. g. Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto. h. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. i. Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver any documents related to this Agreement or any notices required by applicable law or the Corporation’s Articles or Bylaws by email or any other electronic means. Purchaser hereby consents to receive such documents and notices by such electronic delivery and agrees to participate through an on-line or electronic system established and maintained by the Corporation or a third party designated by the Corporation. Stock Purchase Agreement Page 6 of 6 IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the day and year first above written. Fresno Verde Public, Inc. (“Corporation”) By: _________________________ Name: Alejandro Calleres Tile: CEO (“Purchaser”) _________________________ __Mushana Kelly____________ EXHIBIT F-2 Share Certificate [insert on subsequent pages] INCORPORATED UNDER THE LAWS OF STATE OF CALIFORNIA STOCK CERTIFICATE 51,000 Shares Number 001 FRESNO VERDE PUBLIC, INC. Total Authorized Issue 1,000,000 Shares of Common Stock This Certifies that _Mushana Kelly____________________ is the owner of Fifty One Thousand (51,000) fully paid and non-assessable shares of Common Stock of FRESNO VERDE PUBLIC, INC. (the “Corporation”), transferable only on the books of the Corporation by the holder thereof in person or by a duly authorized Attorney upon surrender of this Certificate properly endorsed. In Witness Whereof, the Corporation has caused this Certificate to be signed by its duly authorized officers. This 19th day of November,2020. _______________________________________ _______________________________________ Chris Henry, Secretary Alejandro Calleres, CEO [REVERSE SIDE OF STOCK CERTIFICATE] THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. EXHIBIT G-1 SPA 2 [insert on subsequent pages] Stock Purchase Agreement Page 1 of 6 STOCK PURCHASE AGREEMENT This stock purchase agreement (this “Agreement”) is executed and delivered as of November 19, 2020 (the “Effective Date”) by and between Fresno Verde Public, Inc., a California corporation (the “Corporation”) and Alejandro Calleres, an individual (“Purchaser”). As used herein, Corporation and Purchaser may collectively be referred to as the Parties, or individually as a “Party”. WHEREAS, the articles of incorporation of the Corporation (the “Articles”) authorize the Corporation to issue up to one million (1,000,000) shares of Common Stock; WHEREAS, in exchange for the Purchase Price (as defined below), Purchaser desires to subscribe and purchase the Subject Shares (as defined below) and Corporation desires to issue the Subject Shares to Purchaser. NOW THEREFORE, in consideration of the promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound hereby, do promise and agree as follows: 1. Sale and Purchase of Subject Shares. The Purchaser hereby subscribes to purchase the number of shares of the Corporation’s Common Stock set forth below (the “Subject Shares”), for the purchase price set forth below (the “Purchase Price”). The subscription and purchase of the Subject Shares shall take place at a closing (the “Closing”) to be held on or before 5:00 p.m. Pacific Standard Time, on the Effective Date, or on such other date and time as the parties may agree to in writing. At the Closing, (i) the Parties shall execute this Agreement and such other related transaction documents; (ii) Purchaser shall pay the Purchase Price to the Corporation by wire of immediately available funds to the account designated by Corporation or via other mutually agreed payment method; and (iii) the Corporation shall issue the Subject Shares to Purchaser. The Subject Shares shall be represented by a stock certificate to be issued by the Corporation at the Closing. 2. Investment and Taxation Representations. In connection with the purchase of the Subject Shares, Purchaser represents to the Corporation the following: a. Purchaser is aware of the Corporation’s business affairs and financial condition and has acquired sufficient information about the Corporation to reach an informed and knowledgeable decision to acquire the Subject Shares. Purchaser is purchasing the Subject Shares for investment for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933 (the “Securities Act”) or any state securities or “Blue Sky” laws. Purchaser does not have any present intention to transfer the Subject Shares to any other person or entity. b. Purchaser understands that the Subject Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, or any state securities or “Blue Sky” laws, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. Stock Purchase Agreement Page 2 of 6 c. Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Corporation is under no obligation to register the securities. d. Purchaser is familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a nonpublic offering subject to the satisfaction of certain conditions. Purchaser understands that the Corporation provides no assurances as to whether he or she will be able to resell any or all of the Subject Shares pursuant to Rule 144, which rule requires, among other things, that the Corporation be subject to the reporting requirements of the Exchange Act, that resales of securities take place only after the holder of the Subject Shares has held the Subject Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this Section 2(d), Purchaser acknowledges and agrees to the restrictions set forth in Section 2(e) below. e. Purchaser further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. f. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Subject Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Subject Shares and that Purchaser is not relying on the Corporation for any tax advice. g. Purchaser acknowledges that it has, alone or together with its representative, sufficient knowledge and experience in financial and business matter to be capable of evaluating the merits and risks of purchasing the Subject Shares. The Purchaser recognizes that purchasing the Subject Shares involves certain risks, and the Purchaser has taken full cognizance of, understands, and is willing to bear the risks related to the purchase of the Subject Shares. 3. Corporation’s Right of First Refusal. Before any Subject Shares acquired by Purchaser hereunder (or any beneficial interest in such Subject Shares) may be sold, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the Purchaser or any subsequent transferee (each a “Holder”), such Holder must first offer such Subject Shares (or beneficial interest therein) to the Corporation and/or its assignee(s) as set forth in this Section 3. The Corporation shall not be required (i) to transfer on its books any Subject Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Subject Shares to any purchaser or other transferee to whom such Subject Shares shall have been so transferred. a. Notice and Exercise of Proposed Transfer. The Holder shall deliver to the Corporation a written notice stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Subject Shares; (ii) the name of each proposed transferee; (iii) the number of Subject Shares to be transferred to each proposed transferee; (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Subject Shares; and (v) that by delivering the notice, the Holder offers all such Subject Shares Stock Purchase Agreement Page 3 of 6 to the Corporation and/or its assignee(s) pursuant to this section and on the same terms described in the notice. At any time within thirty (30) days after receipt of the Holder’s notice, the Corporation and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all or any portion of the Subject Shares proposed to be transferred to any one or more of the proposed transferees, at the purchase price determined in accordance herewith. b. Purchase Price. The purchase price for the Subject Shares purchased by the Corporation and/or its assignee(s) under this section shall be the price listed in the Holder’s notice. If the price listed in the Holder’s notice includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Corporation in its sole and reasonable discretion. Payment of the purchase price shall be made, at the option of the Corporation and/or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Corporation and/or its assignee(s), or by any combination thereof within thirty (30) days after receipt by the Corporation of the Holder’s notice (or at such later date as is called for by such notice). c. Holder’s Right to Transfer. If all of the Subject Shares proposed in the notice to be transferred to a given proposed transferee are not purchased by the Corporation and/or its assignee(s) as provided in this section, then the Holder may sell or otherwise transfer such remaining portion of the Subject Shares to that proposed transferee; provided that: (i) the transfer is made only on the terms provided for in the notice, with the exception of the purchase price, which may be either the price listed in the notice or any higher price; (ii) such transfer is consummated within ninety (90) days after the date the notice is delivered to the Corporation; (iii) the transfer is effected in accordance with any applicable securities laws, and if requested by the Corporation, the Holder shall have delivered an opinion of counsel acceptable to the Corporation to that effect; and (iv) the proposed transferee agrees in writing to receive and hold the Subject Shares so transferred subject to all of the provisions of this Agreement, including but not limited to this section,, and there shall be no further transfer of such Subject Shares except in accordance with the terms of this section. If any Subject Shares described in a notice are not transferred to the proposed transferee within the period provided above, then before any such Subject Shares may be transferred, a new notice shall be given to the Corporation, and the Corporation and/or its assignees shall again be offered the right of first refusal described in this section. d. Involuntary Transfers. Subject to the other provisions of this Section 3, in the event, at any time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer (including, but not limited to, transfers by operation of law or other involuntary transfers in connection with a divorce, dissolution, legal separation or annulment, but excluding transfers by will or intestacy) of all or a portion of the Subject Shares by the record holder thereof that does not occur in accordance with the other provisions of this Section 3, the Corporation shall have the right to purchase all of the Subject Shares transferred at the lesser of the purchase price paid by Purchaser pursuant to this Agreement or the fair market value of the Subject Shares on the date of transfer (as determined by the board of directors of the Corporation). Upon such a transfer, the persons transferring or acquiring the Subject Shares shall promptly notify the Secretary of the Corporation in writing of such transfer. The right to purchase such Subject Shares shall be provided to the Corporation for a period of thirty (30) days following receipt by the Corporation of written notice of the transfer. 4. Regulatory Disclosures. Purchaser agrees to provide the Corporation with certain information relating to the Purchaser that may be required by law to be disclosed to governing regulatory authorities. The Purchaser hereby authorizes and consents to the Corporation’s submission of all such required personal information of the Purchaser. 5. Legend Requirements. The Purchaser understands and agrees that the Corporation shall cause the legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing Stock Purchase Agreement Page 4 of 6 ownership of the Subject Shares, together with any other legends that may be required by the Corporation or by applicable state or federal securities laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.” 6. Miscellaneous. a. Dispute Resolution. The terms of this Agreement shall be construed in accordance with the laws of the State of California, as applied to contracts entered into by California residents within the State of California, and to be performed entirely within the State of California. In the event of any claim, demand, dispute, controversy or cause of action, arising out of or relating to any performance required under this Agreement, or the interpretation, validity or enforceability hereof (each a “Claim”), the parties hereto shall use their best efforts to settle the Claim. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable resolution satisfactory to the parties. If the Claim cannot be settled through negotiation within a period of seven (7) days, the parties agree to attempt in good faith to settle the Claim through mediation, administered by a mediator mutually agreeable to the parties, before resorting to arbitration. If they do not reach such resolution, or an agreed upon mediator cannot be identified, within a period of thirty (30) days, then, upon notice by either party to the other they shall commence arbitration as set forth below. The parties agree to submit any and all Claims, or any dispute related in any way to this Agreement and the services rendered hereunder, to binding arbitration before JAMS. The arbitration shall be held in accordance with the JAMS then-current Streamlined Arbitration Rules & Procedures (and no other JAMS rules), which currently are available at: https://www.jamsadr.com/rules-streamlined-arbitration. The arbitrator shall be either a retired judge, or an attorney who is experienced in commercial contracts and licensed to practice law in California, selected pursuant to the JAMS rules. The parties expressly agree that any arbitration shall be conducted in Fresno County, California. Each party understands and agrees that by signing this Agreement, such party is waiving the right to a jury. The arbitrator shall apply California substantive law in the adjudication of all Claims. Notwithstanding the foregoing, either party may apply to the Superior Courts located in Fresno County for a provisional remedy, including but not limited to a temporary restraining order or a preliminary injunction. The application for or enforcement of any provisional remedy by a party shall not operate as a waiver of the agreement to submit a dispute to binding arbitration pursuant to this provision. In no event shall a Claim be adjudicated in Federal District Court. In the event that either party commences a lawsuit in Federal District Court or moves to remove such action to Federal District Court, the parties hereby mutually agree to stipulate to a dismissal of such Federal Claim with prejudice. After a demand for arbitration has been filed and served, the Parties may engage in reasonable discovery in the form of requests for documents, interrogatories, requests for admission, and depositions. The arbitrator shall resolve any disputes concerning discovery. The arbitrator shall award costs and reasonable attorneys’ fees to the Stock Purchase Agreement Page 5 of 6 prevailing party, as determined by the arbitrator, to the extent permitted by California law. The arbitrator's decision shall be final and binding upon the parties. The arbitrator's decision shall include the arbitrator’s findings of fact and conclusions of law and shall be issued in writing within thirty (30) days of the commencement of the arbitration proceedings. The prevailing party may submit the arbitrator’s decision to Superior Courts located in Fresno County for an entry of judgment thereon. b. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof. c. Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. d. Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation may assign any of its rights and obligations under this Agreement. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Corporation. e. Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Corporation’s books and records. f. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. g. Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto. h. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. i. Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver any documents related to this Agreement or any notices required by applicable law or the Corporation’s Articles or Bylaws by email or any other electronic means. Purchaser hereby consents to receive such documents and notices by such electronic delivery and agrees to participate through an on-line or electronic system established and maintained by the Corporation or a third party designated by the Corporation. Stock Purchase Agreement Page 6 of 6 IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the day and year first above written. Fresno Verde Public, Inc. (“Corporation”) By: _________________________ Name: Alejandro Calleres Tile: CEO (“Purchaser”) _________________________ Alejandro Calleres Exhibit G-2 Share Certificate [insert on subsequent pages] INCORPORATED UNDER THE LAWS OF STATE OF CALIFORNIA STOCK CERTIFICATE 34,000 Shares Number 002 FRESNO VERDE PUBLIC, INC. Total Authorized Issue 1,000,000 Shares of Common Stock This Certifies that ALEJANDRO CALLERES is the owner of Thirty Four Thousand (34,000) fully paid and non-assessable shares of Common Stock of FRESNO VERDE PUBLIC, INC. (the “Corporation”), transferable only on the books of the Corporation by the holder thereof in person or by a duly authorized Attorney upon surrender of this Certificate properly endorsed. In Witness Whereof, the Corporation has caused this Certificate to be signed by its duly authorized officers. This 19th day of November,2020. _______________________________________ _______________________________________ Chris Henry, Secretary Alejandro Calleres, CEO [REVERSE SIDE OF STOCK CERTIFICATE] THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. EXHIBIT H-1 SPA 3 [insert on subsequent pages] Stock Purchase Agreement Page 1 of 6 STOCK PURCHASE AGREEMENT This stock purchase agreement (this “Agreement”) is executed and delivered as of November 19, 2020 (the “Effective Date”) by and between Fresno Verde Public, Inc., a California corporation (the “Corporation”) and Chris Henry, an individual (“Purchaser”). As used herein, Corporation and Purchaser may collectively be referred to as the Parties, or individually as a “Party”. WHEREAS, the articles of incorporation of the Corporation (the “Articles”) authorize the Corporation to issue up to one million (1,000,000) shares of Common Stock; WHEREAS, in exchange for the Purchase Price (as defined below), Purchaser desires to subscribe and purchase the Subject Shares (as defined below) and Corporation desires to issue the Subject Shares to Purchaser. NOW THEREFORE, in consideration of the promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound hereby, do promise and agree as follows: 1. Sale and Purchase of Subject Shares. The Purchaser hereby subscribes to purchase the number of shares of the Corporation’s Common Stock set forth below (the “Subject Shares”), for the purchase price set forth below (the “Purchase Price”). The subscription and purchase of the Subject Shares shall take place at a closing (the “Closing”) to be held on or before 5:00 p.m. Pacific Standard Time, on the Effective Date, or on such other date and time as the parties may agree to in writing. At the Closing, (i) the Parties shall execute this Agreement and such other related transaction documents; (ii) Purchaser shall pay the Purchase Price to the Corporation by wire of immediately available funds to the account designated by Corporation or via other mutually agreed payment method; and (iii) the Corporation shall issue the Subject Shares to Purchaser. The Subject Shares shall be represented by a stock certificate to be issued by the Corporation at the Closing. 2. Investment and Taxation Representations. In connection with the purchase of the Subject Shares, Purchaser represents to the Corporation the following: a. Purchaser is aware of the Corporation’s business affairs and financial condition and has acquired sufficient information about the Corporation to reach an informed and knowledgeable decision to acquire the Subject Shares. Purchaser is purchasing the Subject Shares for investment for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933 (the “Securities Act”) or any state securities or “Blue Sky” laws. Purchaser does not have any present intention to transfer the Subject Shares to any other person or entity. b. Purchaser understands that the Subject Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, or any state securities or “Blue Sky” laws, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. Stock Purchase Agreement Page 2 of 6 c. Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Corporation is under no obligation to register the securities. d. Purchaser is familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a nonpublic offering subject to the satisfaction of certain conditions. Purchaser understands that the Corporation provides no assurances as to whether he or she will be able to resell any or all of the Subject Shares pursuant to Rule 144, which rule requires, among other things, that the Corporation be subject to the reporting requirements of the Exchange Act, that resales of securities take place only after the holder of the Subject Shares has held the Subject Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this Section 2(d), Purchaser acknowledges and agrees to the restrictions set forth in Section 2(e) below. e. Purchaser further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. f. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Subject Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Subject Shares and that Purchaser is not relying on the Corporation for any tax advice. g. Purchaser acknowledges that it has, alone or together with its representative, sufficient knowledge and experience in financial and business matter to be capable of evaluating the merits and risks of purchasing the Subject Shares. The Purchaser recognizes that purchasing the Subject Shares involves certain risks, and the Purchaser has taken full cognizance of, understands, and is willing to bear the risks related to the purchase of the Subject Shares. 3. Corporation’s Right of First Refusal. Before any Subject Shares acquired by Purchaser hereunder (or any beneficial interest in such Subject Shares) may be sold, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the Purchaser or any subsequent transferee (each a “Holder”), such Holder must first offer such Subject Shares (or beneficial interest therein) to the Corporation and/or its assignee(s) as set forth in this Section 3. The Corporation shall not be required (i) to transfer on its books any Subject Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Subject Shares to any purchaser or other transferee to whom such Subject Shares shall have been so transferred. a. Notice and Exercise of Proposed Transfer. The Holder shall deliver to the Corporation a written notice stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Subject Shares; (ii) the name of each proposed transferee; (iii) the number of Subject Shares to be transferred to each proposed transferee; (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Subject Shares; and (v) that by delivering the notice, the Holder offers all such Subject Shares Stock Purchase Agreement Page 3 of 6 to the Corporation and/or its assignee(s) pursuant to this section and on the same terms described in the notice. At any time within thirty (30) days after receipt of the Holder’s notice, the Corporation and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all or any portion of the Subject Shares proposed to be transferred to any one or more of the proposed transferees, at the purchase price determined in accordance herewith. b. Purchase Price. The purchase price for the Subject Shares purchased by the Corporation and/or its assignee(s) under this section shall be the price listed in the Holder’s notice. If the price listed in the Holder’s notice includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Corporation in its sole and reasonable discretion. Payment of the purchase price shall be made, at the option of the Corporation and/or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Corporation and/or its assignee(s), or by any combination thereof within thirty (30) days after receipt by the Corporation of the Holder’s notice (or at such later date as is called for by such notice). c. Holder’s Right to Transfer. If all of the Subject Shares proposed in the notice to be transferred to a given proposed transferee are not purchased by the Corporation and/or its assignee(s) as provided in this section, then the Holder may sell or otherwise transfer such remaining portion of the Subject Shares to that proposed transferee; provided that: (i) the transfer is made only on the terms provided for in the notice, with the exception of the purchase price, which may be either the price listed in the notice or any higher price; (ii) such transfer is consummated within ninety (90) days after the date the notice is delivered to the Corporation; (iii) the transfer is effected in accordance with any applicable securities laws, and if requested by the Corporation, the Holder shall have delivered an opinion of counsel acceptable to the Corporation to that effect; and (iv) the proposed transferee agrees in writing to receive and hold the Subject Shares so transferred subject to all of the provisions of this Agreement, including but not limited to this section,, and there shall be no further transfer of such Subject Shares except in accordance with the terms of this section. If any Subject Shares described in a notice are not transferred to the proposed transferee within the period provided above, then before any such Subject Shares may be transferred, a new notice shall be given to the Corporation, and the Corporation and/or its assignees shall again be offered the right of first refusal described in this section. d. Involuntary Transfers. Subject to the other provisions of this Section 3, in the event, at any time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer (including, but not limited to, transfers by operation of law or other involuntary transfers in connection with a divorce, dissolution, legal separation or annulment, but excluding transfers by will or intestacy) of all or a portion of the Subject Shares by the record holder thereof that does not occur in accordance with the other provisions of this Section 3, the Corporation shall have the right to purchase all of the Subject Shares transferred at the lesser of the purchase price paid by Purchaser pursuant to this Agreement or the fair market value of the Subject Shares on the date of transfer (as determined by the board of directors of the Corporation). Upon such a transfer, the persons transferring or acquiring the Subject Shares shall promptly notify the Secretary of the Corporation in writing of such transfer. The right to purchase such Subject Shares shall be provided to the Corporation for a period of thirty (30) days following receipt by the Corporation of written notice of the transfer. 4. Regulatory Disclosures. Purchaser agrees to provide the Corporation with certain information relating to the Purchaser that may be required by law to be disclosed to governing regulatory authorities. The Purchaser hereby authorizes and consents to the Corporation’s submission of all such required personal information of the Purchaser. 5. Legend Requirements. The Purchaser understands and agrees that the Corporation shall cause the legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing Stock Purchase Agreement Page 4 of 6 ownership of the Subject Shares, together with any other legends that may be required by the Corporation or by applicable state or federal securities laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.” 6. Miscellaneous. a. Dispute Resolution. The terms of this Agreement shall be construed in accordance with the laws of the State of California, as applied to contracts entered into by California residents within the State of California, and to be performed entirely within the State of California. In the event of any claim, demand, dispute, controversy or cause of action, arising out of or relating to any performance required under this Agreement, or the interpretation, validity or enforceability hereof (each a “Claim”), the parties hereto shall use their best efforts to settle the Claim. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable resolution satisfactory to the parties. If the Claim cannot be settled through negotiation within a period of seven (7) days, the parties agree to attempt in good faith to settle the Claim through mediation, administered by a mediator mutually agreeable to the parties, before resorting to arbitration. If they do not reach such resolution, or an agreed upon mediator cannot be identified, within a period of thirty (30) days, then, upon notice by either party to the other they shall commence arbitration as set forth below. The parties agree to submit any and all Claims, or any dispute related in any way to this Agreement and the services rendered hereunder, to binding arbitration before JAMS. The arbitration shall be held in accordance with the JAMS then-current Streamlined Arbitration Rules & Procedures (and no other JAMS rules), which currently are available at: https://www.jamsadr.com/rules-streamlined-arbitration. The arbitrator shall be either a retired judge, or an attorney who is experienced in commercial contracts and licensed to practice law in California, selected pursuant to the JAMS rules. The parties expressly agree that any arbitration shall be conducted in Fresno County, California. Each party understands and agrees that by signing this Agreement, such party is waiving the right to a jury. The arbitrator shall apply California substantive law in the adjudication of all Claims. Notwithstanding the foregoing, either party may apply to the Superior Courts located in Fresno County for a provisional remedy, including but not limited to a temporary restraining order or a preliminary injunction. The application for or enforcement of any provisional remedy by a party shall not operate as a waiver of the agreement to submit a dispute to binding arbitration pursuant to this provision. In no event shall a Claim be adjudicated in Federal District Court. In the event that either party commences a lawsuit in Federal District Court or moves to remove such action to Federal District Court, the parties hereby mutually agree to stipulate to a dismissal of such Federal Claim with prejudice. After a demand for arbitration has been filed and served, the Parties may engage in reasonable discovery in the form of requests for documents, interrogatories, requests for admission, and depositions. The arbitrator shall resolve any disputes concerning discovery. The arbitrator shall award costs and reasonable attorneys’ fees to the Stock Purchase Agreement Page 5 of 6 prevailing party, as determined by the arbitrator, to the extent permitted by California law. The arbitrator's decision shall be final and binding upon the parties. The arbitrator's decision shall include the arbitrator’s findings of fact and conclusions of law and shall be issued in writing within thirty (30) days of the commencement of the arbitration proceedings. The prevailing party may submit the arbitrator’s decision to Superior Courts located in Fresno County for an entry of judgment thereon. b. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof. c. Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. d. Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation may assign any of its rights and obligations under this Agreement. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Corporation. e. Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Corporation’s books and records. f. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. g. Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto. h. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. i. Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver any documents related to this Agreement or any notices required by applicable law or the Corporation’s Articles or Bylaws by email or any other electronic means. Purchaser hereby consents to receive such documents and notices by such electronic delivery and agrees to participate through an on-line or electronic system established and maintained by the Corporation or a third party designated by the Corporation. Stock Purchase Agreement Page 6 of 6 IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the day and year first above written. Fresno Verde Public, Inc. (“Corporation”) By: _________________________ Name: Alejandro Calleres Tile: CEO (“Purchaser”) _________________________ Chris Henry Exhibit H-2 Share Certificate [insert on subsequent pages] INCORPORATED UNDER THE LAWS OF STATE OF CALIFORNIA STOCK CERTIFICATE 7,500 Shares Number 003 FRESNO VERDE PUBLIC, INC. Total Authorized Issue 1,000,000 Shares of Common Stock This Certifies that CHRIS HENRY is the owner of Seven Thousand Five Hundred (7,500) fully paid and non-assessable shares of Common Stock of FRESNO VERDE PUBLIC, INC. (the “Corporation”), transferable only on the books of the Corporation by the holder thereof in person or by a duly authorized Attorney upon surrender of this Certificate properly endorsed. In Witness Whereof, the Corporation has caused this Certificate to be signed by its duly authorized officers. This 19th day of November,2020. _______________________________________ _______________________________________ Chris Henry, Secretary Alejandro Calleres, CEO [REVERSE SIDE OF STOCK CERTIFICATE] THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SECURITIES. EXHIBIT I-1 SPA 4 [insert on subsequent pages] Stock Purchase Agreement Page 1 of 6 STOCK PURCHASE AGREEMENT This stock purchase agreement (this “Agreement”) is executed and delivered as of November 19, 2020 (the “Effective Date”) by and between Fresno Verde Public, Inc., a California corporation (the “Corporation”) and Jeffrey Henry, an individual (“Purchaser”). As used herein, Corporation and Purchaser may collectively be referred to as the Parties, or individually as a “Party”. WHEREAS, the articles of incorporation of the Corporation (the “Articles”) authorize the Corporation to issue up to one million (1,000,000) shares of Common Stock; WHEREAS, in exchange for the Purchase Price (as defined below), Purchaser desires to subscribe and purchase the Subject Shares (as defined below) and Corporation desires to issue the Subject Shares to Purchaser. NOW THEREFORE, in consideration of the promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound hereby, do promise and agree as follows: 1. Sale and Purchase of Subject Shares. The Purchaser hereby subscribes to purchase the number of shares of the Corporation’s Common Stock set forth below (the “Subject Shares”), for the purchase price set forth below (the “Purchase Price”). The subscription and purchase of the Subject Shares shall take place at a closing (the “Closing”) to be held on or before 5:00 p.m. Pacific Standard Time, on the Effective Date, or on such other date and time as the parties may agree to in writing. At the Closing, (i) the Parties shall execute this Agreement and such other related transaction documents; (ii) Purchaser shall pay the Purchase Price to the Corporation by wire of immediately available funds to the account designated by Corporation or via other mutually agreed payment method; and (iii) the Corporation shall issue the Subject Shares to Purchaser. The Subject Shares shall be represented by a stock certificate to be issued by the Corporation at the Closing. 2. Investment and Taxation Representations. In connection with the purchase of the Subject Shares, Purchaser represents to the Corporation the following: a. Purchaser is aware of the Corporation’s business affairs and financial condition and has acquired sufficient information about the Corporation to reach an informed and knowledgeable decision to acquire the Subject Shares. Purchaser is purchasing the Subject Shares for investment for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933 (the “Securities Act”) or any state securities or “Blue Sky” laws. Purchaser does not have any present intention to transfer the Subject Shares to any other person or entity. b. Purchaser understands that the Subject Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, or any state securities or “Blue Sky” laws, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. Stock Purchase Agreement Page 2 of 6 c. Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Corporation is under no obligation to register the securities. d. Purchaser is familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a nonpublic offering subject to the satisfaction of certain conditions. Purchaser understands that the Corporation provides no assurances as to whether he or she will be able to resell any or all of the Subject Shares pursuant to Rule 144, which rule requires, among other things, that the Corporation be subject to the reporting requirements of the Exchange Act, that resales of securities take place only after the holder of the Subject Shares has held the Subject Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this Section 2(d), Purchaser acknowledges and agrees to the restrictions set forth in Section 2(e) below. e. Purchaser further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. f. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Subject Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Subject Shares and that Purchaser is not relying on the Corporation for any tax advice. g. Purchaser acknowledges that it has, alone or together with its representative, sufficient knowledge and experience in financial and business matter to be capable of evaluating the merits and risks of purchasing the Subject Shares. The Purchaser recognizes that purchasing the Subject Shares involves certain risks, and the Purchaser has taken full cognizance of, understands, and is willing to bear the risks related to the purchase of the Subject Shares. 3. Corporation’s Right of First Refusal. Before any Subject Shares acquired by Purchaser hereunder (or any beneficial interest in such Subject Shares) may be sold, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the Purchaser or any subsequent transferee (each a “Holder”), such Holder must first offer such Subject Shares (or beneficial interest therein) to the Corporation and/or its assignee(s) as set forth in this Section 3. The Corporation shall not be required (i) to transfer on its books any Subject Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Subject Shares to any purchaser or other transferee to whom such Subject Shares shall have been so transferred. a. Notice and Exercise of Proposed Transfer. The Holder shall deliver to the Corporation a written notice stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Subject Shares; (ii) the name of each proposed transferee; (iii) the number of Subject Shares to be transferred to each proposed transferee; (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Subject Shares; and (v) that by delivering the notice, the Holder offers all such Subject Shares Stock Purchase Agreement Page 3 of 6 to the Corporation and/or its assignee(s) pursuant to this section and on the same terms described in the notice. At any time within thirty (30) days after receipt of the Holder’s notice, the Corporation and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all or any portion of the Subject Shares proposed to be transferred to any one or more of the proposed transferees, at the purchase price determined in accordance herewith. b. Purchase Price. The purchase price for the Subject Shares purchased by the Corporation and/or its assignee(s) under this section shall be the price listed in the Holder’s notice. If the price listed in the Holder’s notice includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Corporation in its sole and reasonable discretion. Payment of the purchase price shall be made, at the option of the Corporation and/or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Corporation and/or its assignee(s), or by any combination thereof within thirty (30) days after receipt by the Corporation of the Holder’s notice (or at such later date as is called for by such notice). c. Holder’s Right to Transfer. If all of the Subject Shares proposed in the notice to be transferred to a given proposed transferee are not purchased by the Corporation and/or its assignee(s) as provided in this section, then the Holder may sell or otherwise transfer such remaining portion of the Subject Shares to that proposed transferee; provided that: (i) the transfer is made only on the terms provided for in the notice, with the exception of the purchase price, which may be either the price listed in the notice or any higher price; (ii) such transfer is consummated within ninety (90) days after the date the notice is delivered to the Corporation; (iii) the transfer is effected in accordance with any applicable securities laws, and if requested by the Corporation, the Holder shall have delivered an opinion of counsel acceptable to the Corporation to that effect; and (iv) the proposed transferee agrees in writing to receive and hold the Subject Shares so transferred subject to all of the provisions of this Agreement, including but not limited to this section,, and there shall be no further transfer of such Subject Shares except in accordance with the terms of this section. If any Subject Shares described in a notice are not transferred to the proposed transferee within the period provided above, then before any such Subject Shares may be transferred, a new notice shall be given to the Corporation, and the Corporation and/or its assignees shall again be offered the right of first refusal described in this section. d. Involuntary Transfers. Subject to the other provisions of this Section 3, in the event, at any time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer (including, but not limited to, transfers by operation of law or other involuntary transfers in connection with a divorce, dissolution, legal separation or annulment, but excluding transfers by will or intestacy) of all or a portion of the Subject Shares by the record holder thereof that does not occur in accordance with the other provisions of this Section 3, the Corporation shall have the right to purchase all of the Subject Shares transferred at the lesser of the purchase price paid by Purchaser pursuant to this Agreement or the fair market value of the Subject Shares on the date of transfer (as determined by the board of directors of the Corporation). Upon such a transfer, the persons transferring or acquiring the Subject Shares shall promptly notify the Secretary of the Corporation in writing of such transfer. The right to purchase such Subject Shares shall be provided to the Corporation for a period of thirty (30) days following receipt by the Corporation of written notice of the transfer. 4. Regulatory Disclosures. Purchaser agrees to provide the Corporation with certain information relating to the Purchaser that may be required by law to be disclosed to governing regulatory authorities. The Purchaser hereby authorizes and consents to the Corporation’s submission of all such required personal information of the Purchaser. 5. Legend Requirements. The Purchaser understands and agrees that the Corporation shall cause the legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing Stock Purchase Agreement Page 4 of 6 ownership of the Subject Shares, together with any other legends that may be required by the Corporation or by applicable state or federal securities laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.” 6. Miscellaneous. a. Dispute Resolution. The terms of this Agreement shall be construed in accordance with the laws of the State of California, as applied to contracts entered into by California residents within the State of California, and to be performed entirely within the State of California. In the event of any claim, demand, dispute, controversy or cause of action, arising out of or relating to any performance required under this Agreement, or the interpretation, validity or enforceability hereof (each a “Claim”), the parties hereto shall use their best efforts to settle the Claim. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable resolution satisfactory to the parties. If the Claim cannot be settled through negotiation within a period of seven (7) days, the parties agree to attempt in good faith to settle the Claim through mediation, administered by a mediator mutually agreeable to the parties, before resorting to arbitration. If they do not reach such resolution, or an agreed upon mediator cannot be identified, within a period of thirty (30) days, then, upon notice by either party to the other they shall commence arbitration as set forth below. The parties agree to submit any and all Claims, or any dispute related in any way to this Agreement and the services rendered hereunder, to binding arbitration before JAMS. The arbitration shall be held in accordance with the JAMS then-current Streamlined Arbitration Rules & Procedures (and no other JAMS rules), which currently are available at: https://www.jamsadr.com/rules-streamlined-arbitration. The arbitrator shall be either a retired judge, or an attorney who is experienced in commercial contracts and licensed to practice law in California, selected pursuant to the JAMS rules. The parties expressly agree that any arbitration shall be conducted in Fresno County, California. Each party understands and agrees that by signing this Agreement, such party is waiving the right to a jury. The arbitrator shall apply California substantive law in the adjudication of all Claims. Notwithstanding the foregoing, either party may apply to the Superior Courts located in Fresno County for a provisional remedy, including but not limited to a temporary restraining order or a preliminary injunction. The application for or enforcement of any provisional remedy by a party shall not operate as a waiver of the agreement to submit a dispute to binding arbitration pursuant to this provision. In no event shall a Claim be adjudicated in Federal District Court. In the event that either party commences a lawsuit in Federal District Court or moves to remove such action to Federal District Court, the parties hereby mutually agree to stipulate to a dismissal of such Federal Claim with prejudice. After a demand for arbitration has been filed and served, the Parties may engage in reasonable discovery in the form of requests for documents, interrogatories, requests for admission, and depositions. The arbitrator shall resolve any disputes concerning discovery. The arbitrator shall award costs and reasonable attorneys’ fees to the Stock Purchase Agreement Page 5 of 6 prevailing party, as determined by the arbitrator, to the extent permitted by California law. The arbitrator's decision shall be final and binding upon the parties. The arbitrator's decision shall include the arbitrator’s findings of fact and conclusions of law and shall be issued in writing within thirty (30) days of the commencement of the arbitration proceedings. The prevailing party may submit the arbitrator’s decision to Superior Courts located in Fresno County for an entry of judgment thereon. b. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof. c. Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. d. Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation may assign any of its rights and obligations under this Agreement. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Corporation. e. Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Corporation’s books and records. f. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. g. Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto. h. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. i. Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver any documents related to this Agreement or any notices required by applicable law or the Corporation’s Articles or Bylaws by email or any other electronic means. Purchaser hereby consents to receive such documents and notices by such electronic delivery and agrees to participate through an on-line or electronic system established and maintained by the Corporation or a third party designated by the Corporation. Stock Purchase Agreement Page 6 of 6 IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the day and year first above written. Fresno Verde Public, Inc. (“Corporation”) By: _________________________ Name: Alejandro Calleres Tile: CEO (“Purchaser”) _________________________ Jeffrey Henry Exhibit I-2 Share Certificate [insert on subsequent pages] INCORPORATED UNDER THE LAWS OF STATE OF CALIFORNIA STOCK CERTIFICATE 7,500 Shares Number 004 FRESNO VERDE PUBLIC, INC. Total Authorized Issue 1,000,000 Shares of Common Stock This Certifies that JEFFREY HENRY is the owner of Seven Thousand Five Hundred (7,500) fully paid and non-assessable shares of Common Stock of FRESNO VERDE PUBLIC, INC. (the “Corporation”), transferable only on the books of the Corporation by the holder thereof in person or by a duly authorized Attorney upon surrender of this Certificate properly endorsed. In Witness Whereof, the Corporation has caused this Certificate to be signed by its duly authorized officers. This 19th day of November,2020. _______________________________________ _______________________________________ Chris Henry, Secretary Alejandro Calleres, CEO [REVERSE SIDE OF STOCK CERTIFICATE] THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SECURITIES. Exhibit J Stock Ledger [insert on subsequent pages] Stock Issuance/ Transfer Ledger of FRESNO VERDE PUBLIC, INC. a California Corporation NAME OF STOCKHOLDER PLACE OF RESIDENCE CERTIFICATES ISSUED FROM WHOM SHARES WERE TRANSFERRED (IF ORIGINAL ISSUE, ENTER AS SUCH) AMOUNT PAID THEREON DATE OF TRANSFER OF SHARES TO WHOM SHARES WERE TRANSFERRED CERTIFICATES SURRENDERED NUMBER OF SHARES HELD (BALANCE) CERT. NO. NO. OF SHARES DATE ISSUED CERT. NO. NO. OF SHARES Mushana Kelly________ 001 51,000 11/19/2020 Original Alejandro Calleres 002 34,000 11/19/2020 Original Chris Henry 003 7,500 11/19/2020 Original Jeffrey Henry 004 7,500 11/19/2020 Original Unanimous Written Consent of the Shareholders Page 1 of 2 ACTIONS TAKEN IN LIEU OF ORGANIZATIONAL MEETING BY THE UNANIMOUS WRITTEN CONSENT OF THE SHAREHOLDERS OF FRESNO VERDE PUBLIC, INC. Dated: November 19, 2020 Pursuant to the Articles of Incorporation and the Bylaws of Fresno Verde Public, Inc., a California corporation (“Corporation”) and the laws of the State of California, the undersigned, comprising the shareholders holding all of the issued and outstanding shares of common stock Corporation as of the date hereof, do hereby approve the following resolutions to complete the organization of this Corporation by unanimous written consent without a meeting. These actions are taken in lieu of the organizational meeting of the shareholders of the Corporation. The undersigned, comprising the shareholders holding all of the issued and outstanding shares of common stock Corporation as of the date hereof, do hereby consent to taking the following actions without a meeting, in accordance with the laws of the State of California. The undersigned, comprising the shareholders holding all of the issued and outstanding shares of common stock Corporation as of the date hereof, do hereby waive notice of the time, place, and purpose of this meeting, in accordance with the laws of the State of California. RATIFICATION OF DOCUMENTS AND ACTS WHEREAS, the shareholders were presented a copy of the following documents: 1. Actions of Incorporator 2. Actions of the Initial Meeting of the Directors 3. Articles of Incorporation (Exhibit A) 4. Bylaws of Corporation (Exhibit B) 5. IRS’ Notice of Assignment of EIN (Exhibit C) 6. Initial Statement of Information (Exhibit D) 7. Form of Common Stock Certificates (Exhibit E) 8. Stock Purchase Agreement with _Mushana Kelly___________ (Exhibit F-1) 9. Stock Purchase Agreement with Alejandro Calleres (Exhibit G-1) 10. Stock Purchase Agreement with Chris Henry (Exhibit H-1) 11. Stock Purchase Agreement with Jeffrey Henry (Exhibit I-1) 12. Stock Certificates (Exhibits F-2, G-2, H-2, and I-2) 13. Stock Ledger (Exhibit J) 14. Corporate Minute Book RESOLVED, that the documents listed above have been examined by the shareholders, and are approved and adopted, and that all acts taken and decisions reached, as set forth in such documents, be, and hereby are, ratified and approved by the shareholders of the Corporation. FURTHER RESOLVED, that all acts, proceedings, elections and appointments by the Incorporator and Board of Directors of the Corporation and all acts of the Officers of the Corporation for said period be, and the same hereby are, ratified and confirmed. ELECTION OF DIRECTORS WHEREAS, the shareholders considered whom to appoint as Directors of the Corporation. SECTION 6 Location City of Fresno | Retail Cannabis Dispensary   The Premier Group : The largest tax contributor in every city we operate.   35 6.1 LOCATION DESCRIPTION Flavors of Fresno is on the corner of North Wishon Ave. and North Maroa Ave. The building was built in 1973 and has a occupiable space of 6,819 sq ft with a lot area of 1.13 acres. This building has been vacant most of 2020, and was occupied by a night club for approximately 10 years prior. 3075 N Maroa Ave. Fresno, CA 93704 APN: 443-080-36 About The Neighborhood Flavors of Fresno will be located just north of Fresno’s vibrant Tower district. The Tower District is Fresno’s dining, arts and entertainment district. The Tower’s character is set by a close-knit community and a wide variety of businesses. Restaurants, cafes, nightclubs, performing arts venues, theaters, galleries, bakeries, delis, plus a unique blend of specialty retail establishments are all within walking distance of each other, and most are locally owned and operated. The Tower District is also home to annual cultural and community events. Events include film and arts festivals, a wine and food walk, a classic car show and parades throughout the year. We believe this is an ideal fit for a cannabis dispensary utilizing our business model as we will add an exciting experience to complement the existing businesses in the area. Section 6: Location   The Premier Group : The largest tax contributor in every city we operate.    36 6.2 LOCATION PHOTOS Section 6: Location   The Premier Group : The largest tax contributor in every city we operate.    37 6.3 PREMISES SITE DIAGRAM Section 6: Location   The Premier Group : The largest tax contributor in every city we operate.    38 Business Surroundings & Neighbors Parking Spaces 64 dedicated parking spaces are available at this location. Driveway Locations There is an entrance/ exit for vehicular traffic on the North side of the building facing N Wishon Ave. and on the southeast side of the property facing N Maroa Ave. Section 6: Location   The Premier Group : The largest tax contributor in every city we operate.    39 SECTION 7 Community B enefits and Investment s Plan City of Fresno | Retail Cannabis Dispensary   The Premier Group : The largest tax contributor in every city we operate.   40 7.1 SOCIAL RESPONSIBILITY PLAN The Premier Group has a solid reputation of social responsibility. In each city where we operate, we identify local organizations and social services doing good for our communities who are also able to accept contributions from cannabis businesses. We also identify where our team can volunteer to make a difference in these communities. We are proud to demonstrate how we contribute as much as 10 times more than the average dispensary, both in city tax and charitable donations. We have included our growing list of organizations to whom we have contributed by either cash donations or volunteer hours amounting to over and 160 volunteer hours and growing. As for volunteer hours, we have no ceiling to the amount of hours that we're willing to contribute to the community as we believe it's one in the same: enhancing the industry, our business, and our relationship with the city. We are community partners and plan to be so for the next decade. A good example of this is how many community outreach programs we do in nearby cities like Modesto where we have participated with Love Modesto, Measure T, Measure Y, educational gatherings, and more. Involving and Matching our Community with Project Fishbowl The Premier Group continually strives to improve the perception of the cannabis industry. To facilitate giving back to the community, fish bowls were placed on our display counters promoting donations to local charities. This was later named “Project Fishbowl” and in just five months, our patients and customers contributed . The Premier Group pledged to match the amount the community contributed and donated a total of to local charitable organizations. The program has become a tradition at all of our dispensaries and will be implemented at future locations as well. Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   41 Community and Charity Contributions and Volunteers 2018 The United Way 2018 Focus on Prevention 2018 Modesto Gospel Mission 2018 Society for Disabilities 2018 Community Hospice 2018 Stanislaus County Senior Foundation 2018 Veterans of Foreign Wars 2018 Boys & Girls Club 2017 Measure T in the City of Modesto 2018 Measure Y in the City of Merced 2018 Riverbank’s annual Cheese & Wine event 2018 Modesto Christmas Parade 32 volunteer hours 2018 Modesto Spirit of Giving 5k Run + 24 volunteer hours 2018 Love Modesto ’s city improvement program 20 volunteer hours 2019 Riverbank’s annual Cheese & Wine event 2019 Riverbank’s Summer Concert Series 2019 Riverbank Historical Society 2019 Great Valley Museum 2019 Connecting Waters Charter School Equipment donation 2019 Love Modesto ’s city improvement program 20 volunteer hours 2019 (July) Modesto Hetch Hetchy Trail Cleanup Volunteered 13 employees’ time 2019 Stanislaus County Senior Foundation 2019 Society for Disabilities 2020 Stanislaus Consolidated Fire Protection District 2020 Society for Disabilities 2020 Love Modesto ’s city improvement program 85 volunteer hours TOTALS: + & 161 hours Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   42 Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   43 Community Contributions The Premier Group contributes to our communities in the following ways: ●Create significantly higher city revenue payments ●70% female workforce with built-in training and education ●Head-of-Household Job wages ●Flexible work-from-home opportunities ●Donate more charitable contributions to local organizations ●Help law enforcement by providing low-cost cannabis to suppress the black market ●Elevate the industry standard ●No negative consequences ●Track record of ZERO service calls to any existing store ●Largest cannabis employer ●Added security and surveillance ●Aesthetic improvements Community Benefit Payments We have attached two receipts showing our latest monthly community benefit payments to Merced of . A population size of 550,000 in Fresno with 14, and eventually 21, retail dispensary licenses represents about 40,000 and 26,000 people / dispensary, respectively. In Merced that figure is 20,750 people / dispensary. Given these ratios, these payments to Merced represent a modest estimate of payments we would be paying to the City of Fresno. 🗹 Attachment: Sept & Oct, 2020 Community Benefit Payment Receipts to Merced Measure T and Measure Y Contributions The Premier Group was the top contributor to the City of Modesto’s Measure T and the City of Merced’s Measure Y. The group donated over Measure T and to Measure Y, registered over 2,000 patients, paid for posters and 60,000 flyers, created an online sign-up site to facilitate communication with the cannabis community, and visited 25 retail cannabis stores in the county multiple times per week for 6 weeks. Both Measures passed with over 80% Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   44 majority, signifying a tangible impact the group has made to advance cannabis business in Modesto and Merced. Highest Tax Contributors Our organization has shown the ability to consistently and sustainably generate 4-6 times as much annual revenue as the average dispensary. Below is a chart showing our financial contributions to each city. ☺Ceres /yr ☺Modesto /yr ☺Merced /yr ☺Stockton /yr ☺Turlock /yr ☺Fresno /yr (projection if fortunate enough to be approved) 🗹 Attachment: Letters of Recommendation from: ●City of Ceres Mayor Chris Vierra ●Ceres City Manager Toby Wells ●Riverbank Mayor Richard O’Brien ●Riverbank City Manager Sean Scully ●Modesto Police Department ●Modesto Neighbors ●Turlock Neighbors Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   45 7.1.1 OUTREACH SERVICES Flavors of Fresno has identified the following charitable organizations in Fresno as those we will choose to support with significant financial contributions. Hand-Picked, Local Organizations Accepting Contributions from Cannabis Companies Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   46 ❤ West Fresno Health Care Coalition To empower and support the West Fresno community to achieve optimal health and well-being. 🌿 Food Distribution Center Distribute food to those in need in a safe, effective, and reliable manner that complies with COVID-19 social distancing requirements. 💙 Break the Barriers Inc. Dedicated to accelerating awareness, understanding, acceptance, and education for all people with various abilities. 🏠 Fresno Rescue Mission Provide practical, material and spiritual assistance to homeless individuals and families. 💛 Breast Cancer Research Foundation (National Public Health Outreach) The mission of the Breast Cancer Research Foundation is to prevent and cure breast cancer by advancing the world's most promising research. 🥕 Community Food Bank Provides nourishment for hungry children, adults, and seniors today so they can thrive tomorrow. 💛 Boys & Girls Club Club programs promote academic success, good character and citizenship, and healthy lifestyles. 7.1.2 ENVIRONMENTAL RESPONSIBILITY Environmentally Friendly Practices 1)Installation of upgraded HVAC systems that are energy-efficient with 16 SEER and 13 EER ratings. 2)Non-security lighting and electronic equipment are all on timer systems to turn off when not in use outside of operating hours. 3)Fully electronic recordkeeping using Indica Online and Amazon Drive massively reduces potential paper use and waste. 4)All exit bags are reusable and retail customers are encouraged to retain and return with these bags to reuse on their subsequent visits in order to reduce waste. 5)All paper materials are printed on recycled paper and all refuse paper is temporarily stored and ultimately delivered to a local paper recycling facility. 6)Expired electronics and batteries are temporarily stored and returned to a local electronics recycling facility. 7)Employ a Personnel Carpool Program to reduce fuel consumption and maximize parking for patients and customers. 8)Reimbursement program for employees choosing to use Uber or Lyft carpools. Recycling The state of California requires mandatory commercial recycling in accordance with Assembly Bill 341 (Chapter 476, Statutes of 2011 and SB 1018). In general seventy-five percent (75%) of waste is recyclable. We will initially have a 95-gallon blue recycling bin and request larger or multiple bins from the County if the capacity needs increase. A list of recyclable products will be hung near all waste bins to ensure best practices and compliance with our zero-waste policy. Waste Reduction Procedures Firehouse’s employees are also instructed to use the following procedures to reduce waste and enhance sustainability: ●Reduction/ Reuse of office materials ●Reusing packaging material ●Electronic timers on lights to save energy ●Employee Carpooling/ Utilizing Public Transit Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   47 7.1.3 VACANT BUILDING The location we have chosen for Flavors of Fresno is a vacant portion of a building at 3075 North Maroa Ave. If we are selected for this location, Flavors of Fresno will bring new life and security to this area and benefit our business neighbors as we have done in all other neighborhoods where we operate our stores. 7.2 YOUTH PREVENTION AND OUTREACH Rather than develop our own outreach and education programs, we have chosen the Boys & Girls Club to support financially. We believe this organization is far more equipped and experienced to support youth outreach and education and will utilize funding more effectively than we can on our own. We support these organizations through monetary donations. These programs directly support communities of the City of Fresno. 7.3 FRESNO COMMUNITY REINVESTMENT FUND By virtue of running our business, Flavors of Fresno will be reinvesting into the community in the following ways: Economic Development 1) Attract Head-of-Household Jobs In each and every city where we operate, all entry-level employees begin earning a hour wage (plus day in tips) and are provided the opportunity to earn a six-figure annual income. 42 of our employees are earning between annual salaries, 70% of which are female. 2) Support Vocational Training Since no widely-accepted vocational training programs yet exist in the cannabis industry, The Premier Group has developed our own training programs for those new to the regulated industry. Our unique training programs are offered to all staff. This is mutually beneficial for the company and staff to have people that are well-versed in multiple areas. This cross-training offers a layer of protection for The Premier Group and staffing redundancy. Our training programs are designed to elevate and cross-train our employees. This allows employees to understand all aspects of the Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   48 business and to naturally gravitate towards their area of talent or interest where they can excel while simultaneously increasing their earning potential. The most rewarding part of what we do is knowing that we have elevated the education, skill sets, and compensation of 430 employees and growing as one large family under The Premier Group. 3)Entrepreneurial Investment Each dispensary we open requires significant capital to open. This includes tenant improvements to buildings, improving the security and aesthetics to attract a large number of customers and becoming a new and vibrant asset to the City of Fresno. Governance Strategy 1)Attract, motivate, develop, and retain a high quality, engaged, informed, and high-performing workforce. Each store we open creates 20-40 new local job opportunities to learn and grow in a new and booming industry. Our business model is arguably one of the most demanding and rewarding in the industry which contributes to the skills, education, and earning power of our staff and encourages and rewards high quality and high performance from our entire range of employees. 2)Improve the use of technology Employees are trained in the software that has become ubiquitous in business. We subscribe to a variety of software tools that are used in all aspects of daily operations. These include products from Salesforce, Google, Microsoft, Intuit, IndicaOnline, GrowFlow, Asana, FreshDesk, and more. Our employees become proficient in technology platforms as they grow within the company and along their career path. Overall, the presence of The Premier Group in any city creates new jobs, builds the social and professional capital of all those who work for our group, and contributes back to those communities in the form of significant tax dollars generated for the city and charitable contributions made to local organizations. We would love to be a valued addition to the Fresno community and begin a long-term partnership capable of elevating the overall industry benefiting the city and its residents. Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   49 DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (Buyer's Brokerage Firm to Buyer) (As required by the Civil Code) (C.A.R. Form AD, Revised 12/18) (If checked) This form is being provided in connection with a transaction for a leasehold interest exceeding one year as per Civil Code section 2079.13(j), (k) and (l). When you enter into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship 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 the 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 salespersons 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 or 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 express permission of the respective party, disclose to the other party confidential information, including, but not limited to, facts relating to either the 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 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). Buyer Seller Landlord Tenant Date Buyer Seller Landlord Tenant Date Agent DRE Lic. # Real Estate Broker (Firm) By DRE Lic. # Date (Salesperson or Broker-Associate, if any) © 1991-2018, California Association of REALTORS®, Inc. AD REVISED 12/18 (PAGE 1 OF 2) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 1 OF 2) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com X Bert Sarkis or Assignee X Devin Stetler, Or Assignee KAN Ventures, Inc.02020025 01770309 Austin Ewell Premier Valley Realty, 601 W. Shaw Avenue Fresno CA 93704 5592729676 8668479871 Noroian: 3075 N. Brian Domingos Jr CIVIL CODE SECTIONS 2079.13 ‒ 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 all 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 mobilehome, 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, (3) commercial real property, (4) vacant land, (5) a ground lease coupled with improvements, or (6) a manufactured home as defined in Section 18007 of the 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.(k)“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.(l)“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 or not a transfer results, or who receives an offer to purchase real property of which he or she 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 acknowledgment 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. CONFIRMATION: The following agency relationships are confirmed for this transaction: Seller's Brokerage Firm DO NOT COMPLETE. SAMPLE ONLY License Number ________________ Is the broker of (check one): the seller; or both the buyer and seller. (dual agent) Seller's Agent DO NOT COMPLETE. SAMPLE ONLY License Number ________________ Is (check one): the Seller's Agent. (salesperson or broker associate) both the Buyer's and Seller's Agent. (dual agent) Buyer's Brokerage Firm DO NOT COMPLETE. SAMPLE ONLY License Number ________________ Is the broker of (check one): the buyer; or both the buyer and seller. (dual agent) Buyer's Agent DO NOT COMPLETE. SAMPLE ONLY License Number ________________ Is (check one): the Buyer's Agent. (salesperson or broker associate) both the Buyer's and 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. 2079.18 (Repealed pursuant to AB-1289) 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 such agreement shall not necessarily be determinative of a particular relationship. 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 contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. 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. © 1991-2018, California Association of REALTORS®, Inc. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 AD REVISED 12/18 (PAGE 2 OF 2) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 2 OF 2) Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com Noroian: 3075 N. FAIR HOUSING & DISCRIMINATION ADVISORY (C.A.R. Form FHDA, 10/20) 1. EQUAL ACCESS TO HOUSING FOR ALL:All housing in California is available to all persons. Discrimination as noted below is prohibited by law. Resources are available for those who have experienced unequal treatment under the law. 2. FEDERAL AND STATE LAWS PROHIBIT DISCRIMINATION AGAINST IDENTIFIED PROTECTED CLASSES: A.FEDERAL FAIR HOUSING ACT (“FHA”) Title VIII of the Civil Rights Act; 42 U.S.C. §§ 3601-3619; Prohibits discrimination in sales, rental or financing of residential housing against persons in protected classes; B.CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT (“FEHA”) California Government Code (“GC”) §§12900- 12996,12955; 2 California Code of Regulations (“CCR”) §§12005-12271; Prohibits discrimination in sales, rental or financing of housing opportunity against persons in protected classes by providers of housing accommodation and financial assistance services as related to housing; C.CALIFORNIA UNRUH CIVIL RIGHTS ACT (“Unruh”) California Civil Code (“CC”) §51; Prohibits business establishments from discriminating against, and requires full and equal accommodation, advantages, facilities, privileges, and services to persons in protected classes; D.AMERICANS WITH DISABILITIES ACT (“ADA”) 42 U.S.C. §§12181-12189; Title III of the ADA prohibits discrimination based on disability in public accommodations; and E.OTHER FAIR HOUSING LAWS: Section 504 of Rehabilitation Act of 1973 29 U.S.C. §794; Ralph Civil Rights Act CC §51.7.; California Disabled Persons Act; CC §§54-55.32; any local city or county fair housing ordinances, as applicable. 3. POTENTIAL LEGAL REMEDIES FOR UNLAWFUL DISCRIMINATION: Violations of fair housing laws may result in monetary civil fines, injunctive relief, compensatory and/or punitive damages, and attorney fees and costs. 4. PROTECTED CLASSES/CHARACTERISTICS:Whether specified in Federal or State law or both, discrimination against persons if based on that person's belonging to, association with, or perceived membership to, any of the following classes or categories is prohibited. Race Color Ancestry National Origin Religion Sex Sexual Orientation Gender Gender Identity Gender Expression Marital Status Familial Status (family with a child or children under 18) Source of Income (e.g., Section 8 Voucher) Disability (Mental & Physical)Medical Condition Citizenship Primary Language Immigration Status Military/Veteran Status Age Criminal History (non-relevant convictions) Any arbitrary characteristic 5. THE CALIFORNIA DEPARTMENT OF REAL ESTATE REQUIRES TRAINING AND SUPERVISION TO PREVENT HOUSING DISCRIMINATION BY REAL ESTATE LICENSEES: A.California Business & Professions Code (“B&PC”) §10170.5(a)(4) requires 3 hours of training on fair housing for DRE license renewal; Real Estate Regulation §2725(f) requires brokers who oversee salespersons to be familiar with the requirements of federal and state laws relating to the prohibition of discrimination. B.Violation of DRE regulations or real estate laws against housing discrimination by a real estate licensee may result in the loss or suspension of the licensee's real estate license. B&PC §10177(l)(1); 10 CCR §2780 6. REALTOR® ORGANIZATIONS PROHIBIT DISCRIMINATION: NAR Code of Ethics Article 10 prohibits discrimination in employment practices or in rendering real estate license services against any person because of race, color, religion, sex, handicap, familial status, national origin, sexual orientation, or gender identity by REALTORS®. 7. WHO IS REQUIRED TO COMPLY WITH FAIR HOUSING LAWS? Below is a non-exclusive list of providers of housing accommodations or financial assistance services as related to housing who are most likely to be encountered in a housing transaction and who must comply with fair housing laws. ● Sellers ● Landlords ● Sublessors ● Real estate licensees ● Real estate brokerage firms ● Property managers ● Mobilehome parks ● Homeowners Associations (“HOAs”);● Banks and Mortgage lenders ● Insurance companies ● Government housing services 8.EXAMPLES OF CONDUCT THAT MAY NOT BE MOTIVATED BY DISCRIMINATORY INTENT BUT COULD HAVE A DISCRIMINATORY EFFECT: A.Prior to acceptance of an offer, asking for or offering buyer personal information or letters from the buyer, especially with photos. Those types of documents may inadvertently reveal, or be perceived as revealing, protected status information thereby increasing the risk of (i)actual or unconscious bias, and (ii)potential legal claims against sellers and others by prospective buyers whose offers were rejected. B.Refusing to rent (i)an upper level unit to an elderly tenant out of concern for the tenant's ability to navigate stairs or (ii)a house with a pool to a person with young children out of concern for the children's safety. 9. EXAMPLES OF UNLAWFUL OR IMPROPER CONDUCT BASED ON A PROTECTED CLASS OR CHARACTERISTIC: A.Refusing to negotiate for a sale, rental or financing or otherwise make a housing opportunity unavailable; failing to present offers due to a person's protected status; B.Refusing or failing to show, rent, sell or finance housing; “channeling” or “steering” a prospective buyer or tenant to or away from a particular area due to that person's protected status or because of the racial, religious or ethnic composition of the neighborhood; C.“Blockbusting” or causing “panic selling” by inducing a listing, sale or rental based on the grounds of loss of value of property, increase in crime, or decline in school quality due to the entry or prospective entry of people in protected categories into the neighborhood; D.Making any statement or advertisement that indicates any preference, limitation, or discrimination; © 2020, California Association of REALTORS®, Inc. FHDA 10/20 (PAGE 1 OF 2) FAIR HOUSING & DISCRIMINATION ADVISORY (FHDA PAGE 1 OF 2) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com Premier Valley Realty, 601 W. Shaw Avenue Fresno CA 93704 5592729676 8668479871 Noroian: 3075 N. Brian Domingos Jr E.Inquiring about protected characteristics (such as asking tenant applicants if they are married, or prospective purchasers if they have children or are planning to start a family); F.Using criminal history information before otherwise affirming eligibility, and without a legally sufficient justification; G.Failing to assess financial standards based on the portion of the income responsible by a tenant who receives government subsidies (such as basing an otherwise neutral rent to income ratio on the whole rent rather than just the part of rent that is the tenant's responsibility); H.Denying a home loan or homeowner's insurance; I.Offering inferior terms, conditions, privileges, facilities or services; J.Using different qualification criteria or procedures for sale or rental of housing such as income standards, application requirements, application fees, credit analyses, sale or rental approval procedures or other requirements; K.Harassing a person; L.Taking an adverse action based on protected characteristics; M.Refusing to permit a reasonable modification to the premises, as requested by a person with a disability (such as refusing to allow a wheel chair bound tenant to install, at their expense, a ramp over front or rear steps, or refusing to allow a physically disabled tenant from installing, at their own expense, grab bars in a shower or bathtub); N.Refusing to make reasonable accommodation in policies, rules, practices, or services for a person with a disability (such as the following, if an actual or prospective tenant with a disability has a service animal or support animal): (i)Failing to allow that person to keep the service animal or emotional support animal in rental property, (ii)Charging that person higher rent or increased security deposit, or (iii)Failing to show rental or sale property to that person who is accompanied by the service animal or support animal, and; O.Retaliating for asserting rights under fair housing laws. 10. EXAMPLES OF POSITIVE PRACTICES: A.Real estate licensees working with buyers or tenants should apply the same objective property selection criteria, such as location/neighborhood, property features, and price range and other considerations, to all prospects. B.Real estate licensees should provide complete and objective information to all clients based on the client's selection criteria. C.Real estate licensees should provide the same professional courtesy in responding to inquiries, sharing of information and offers of assistance to all clients and prospects. D.Housing providers should not make any statement or advertisement that directly or indirectly implies preference, limitation, or discrimination regarding any protected characteristic (such as “no children” or “English-speakers only”). E.Housing providers should use a selection process relying on objective information about a prospective buyer's offer or tenant's application and not seek any information that may disclose any protected characteristics (such as using a summary document, e.g. C.A.R. Form SUM-MO, to compare multiple offers on objective terms). 11. FAIR HOUSING RESOURCES: If you have questions about your obligations or rights under the Fair Housing laws, or you think you have been discriminated against, you may want to contact one or more of the sources listed below to discuss what you can do about it, and whether the resource is able to assist you. A.Federal:https://www.hud.gov/program_offices/fair_housing_equal_opp B.State:https://www.dfeh.ca.gov/housing/ C.Local: local Fair Housing Council office (non-profit, free service) D.DRE:https://www.dre.ca.gov/Consumers/FileComplaint.html E.Local Association of REALTORS®. List available at:https://www.car.org/en/contactus/rosters/localassociationroster. F.Any qualified California fair housing attorney, or if applicable, landlord-tenant attorney. 12. LIMITED EXCEPTIONS TO FAIR HOUSING REQUIREMENTS: No person should rely on any exception below without first seeking legal advice about whether the exception applies to their situation. Real estate licensees are not qualified to provide advice on the application of these exceptions. A.Legally compliant senior housing is exempt from FHA, FEHA and Unruh as related to age or familial status only; B.An owner of a single-family residence who resides at the property with one lodger may be exempt from FEHA for rental purposes, PROVIDED no real estate licensee is involved in the rental; C.An owner of a single-family residence may be exempt from FHA for sale or rental purposes, PROVIDED (i) no real estate licensee is involved in the sale or rental and (ii)no discriminatory advertising is used, and (iii)the owner owns no more than three single-family residences. Other restrictions apply; D.An owner of residential property with one to four units who resides at the property, may be exempt from FHA for rental purposes, PROVIDED no real estate licensee is involved in the rental; and E.Both FHA and FEHA do not apply to roommate situations. See,Fair Housing Council v Roommate.com LLC, 666 F.3d 1216 (2019). F.Since both the 14th Amendment of the U.S. Constitution and the Civil Rights Act of 1866 prohibit discrimination based on race; the FHA and FEHA exemptions do not extend to discrimination based on race. Buyer/Tenant and Seller/Landlord have read, understand and acknowledge receipt of a copy of this Fair Housing & Discrimination Advisory. Buyer/Tenant Date Buyer/Tenant Date Seller/Landlord Date Seller/Landlord Date © 2020, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 FHDA 10/20 (PAGE 2 OF 2) FAIR HOUSING & DISCRIMINATION ADVISORY (FHDA PAGE 2 OF 2) Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com Bert Sarkis or Assignee Devin Stetler, Or Assignee Irma Noroian, Trustee Noroian: 3075 N. WIRE FRAUD AND ELECTRONIC FUNDS TRANSFER ADVISORY (C.A.R. Form WFA, Revised 12/17) Property Address: (“Property”). WIRE FRAUD AND ELECTRONIC FUNDS TRANSFERS ADVISORY: The ability to communicate and conduct business electronically is a convenience and reality in nearly all parts of our lives. At the same time, it has provided hackers and scammers new opportunities for their criminal activity. Many businesses have been victimized and the real estate business is no exception. While wiring or electronically transferring funds is a welcome convenience, we all need to exercise extreme caution. Emails attempting to induce fraudulent wire transfers have been received and have appeared to be legitimate. Reports indicate that some hackers have been able to intercept emailed transfer instructions, obtain account information and, by altering some of the data, redirect the funds to a different account. It also appears that some hackers were able to provide false phone numbers for verifying the wiring or funds transfer instructions. In those cases, the victim called the number provided to confirm the instructions, and then unwittingly authorized a transfer to somewhere or someone other than the intended recipient. ACCORDINGLY, YOU ARE ADVISED: 1. Obtain phone numbers and account numbers only from Escrow Officers, Property Managers, or Landlords at the beginning of the transaction. 2. DO NOT EVER WIRE OR ELECTRONICALLY TRANSFER FUNDS PRIOR TO CALLING TO CONFIRM THE TRANSFER INSTRUCTIONS. ONLY USE A PHONE NUMBER YOU WERE PROVIDED PREVIOUSLY. Do not use any different phone number or account number included in any emailed transfer instructions. 3. Orally confirm the transfer instruction is legitimate and confirm the bank routing number, account numbers and other codes before taking steps to transfer the funds. 4. Avoid sending personal information in emails or texts. Provide such information in person or over the telephone directly to the Escrow Officer, Property Manager, or Landlord. 5. Take steps to secure the system you are using with your email account. These steps include creating strong passwords, using secure WiFi, and not using free services. If you believe you have received questionable or suspicious wire or funds transfer instructions, immediately notify your bank, and the other party, and the Escrow Office, Landlord, or Property Manager. The sources below, as well as others, can also provide information: Federal Bureau of Investigation: https://www.fbi.gov/; the FBI's IC3 at www.ic3.gov; or 310-477-6565 National White Collar Crime Center: http://www.nw3c.org/ On Guard Online: https://www.onguardonline.gov/ NOTE: There are existing alternatives to electronic and wired fund transfers such as cashier's checks. By signing below, the undersigned acknowledge that each has read, understands and has received a copy of this Wire Fraud and Electronic Funds Transfer Advisory. Buyer/Tenant Date Buyer/Tenant Date Seller/Landlord Date Seller/Landlord Date ©2016-2017, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 WFA REVISED 12/17 (PAGE 1 OF 1) WIRE FRAUD AND ELECTRONIC FUNDS TRANSFER ADVISORY (WFA PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com 3075 N Maroa Ave, Fresno, CA 93704-5610 Bert Sarkis or Assignee Devin Stetler, Or Assignee Irma Noroian, Trustee Premier Valley Realty, 601 W. Shaw Avenue Fresno CA 93704 5592729676 8668479871 Noroian: 3075 N. Brian Domingos Jr COMMERCIAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (NON-RESIDENTIAL) (C.A.R. Form CPA, Revised 12/18) Date Prepared: 1. OFFER: A. THIS IS AN OFFER FROM ("Buyer"). Individual(s), A Corporation, A Partnership, An LLC, An LLP, or Other . B.THE REAL PROPERTY to be acquired is , situated in (City),(County), California,(Zip Code), Assessor's Parcel No.(“Property”). C. THE PURCHASE PRICE offered is Dollars $. D. CLOSE OF ESCROW shall occur on (date) (or Days After Acceptance). E.Buyer and Seller are referred to herein as the “Parties.” Brokers are not Parties to this Agreement. 2. AGENCY: A.DISCLOSURE:The Parties each acknowledge receipt of a “Disclosure Regarding Real Estate Agency Relationships” (C.A.R. Form AD) B. CONFIRMATION:The following agency relationships are confirmed for this transaction: Seller's Brokerage Firm License Number Is the broker of (check one): the seller; or both the buyer and seller. (dual agent) Seller's Agent License Number Is (check one): the Seller's Agent. (salesperson or broker associate) both the Buyer's and Seller's Agent. (dual agent) Buyer's Brokerage Firm License Number Is the broker of (check one): the buyer; or both the buyer and seller. (dual agent) Buyer's Agent License Number Is (check one): the Buyer's Agent. (salesperson or broker associate) both the Buyer's and Seller's Agent. (dual agent) C.POTENTIALLY COMPETING BUYERS AND SELLERS:The Parties each acknowledge receipt of a “Possible Representation of More than One Buyer or Seller - Disclosure and Consent” (C.A.R. Form PRBS). 3. FINANCE TERMS:Buyer represents that funds will be good when deposited with Escrow Holder. A. INITIAL DEPOSIT:Deposit shall be in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ (1)Buyer Direct Deposit: Buyer shall deliver deposit directly to Escrow Holder by electronic funds transfer, cashier's check, personal check, other within 3 business days after Acceptance (or ); OR (2)Buyer Deposit with Agent: Buyer has given the deposit by personal check (or ) to the agent submitting the offer (or to ), made payable to . The deposit shall be held uncashed until Acceptance and then deposited with Escrow Holder within 3 business days after Acceptance (or ). Deposit checks given to agent shall be an original signed check and not a copy. (Note: Initial and increased deposit checks received by agent shall be recorded in Broker's trust fund log.) B.INCREASED DEPOSIT:Buyer shall deposit with Escrow Holder an increased deposit in the amount of.. .$ within Days After Acceptance (or ). If the Parties agree to liquidated damages in this Agreement, they also agree to incorporate the increased deposit into the liquidated damages amount in a separate liquidated damages clause (C.A.R. Form RID) at the time the increased deposit is delivered to Escrow Holder. C.ALL CASH OFFER:No loan is needed to purchase the Property. This offer is NOT contingent on Buyer obtaining a loan. Written verification of sufficient funds to close this transaction IS ATTACHED to this offer or Buyer shall, within 3 (or )Days After Acceptance, Deliver to Seller such verification. D. LOAN(S): (1) FIRST LOAN:in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ This loan will be conventional financing OR Seller financing (C.A.R. Form SFA), assumed financing (C.A.R. Form AFA), subject to financing, Other . This loan shall be at a fixed rate not to exceed %or, an adjustable rate loan with initial rate not toexceed %.Regardless of the type of loan, Buyer shall pay points not to exceed % of the loan amount. (2) SECOND LOAN in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ This loan will be conventional financing OR Seller financing (C.A.R. Form SFA), assumed financing (C.A.R. Form AFA), subject to financing, Other . This loan shall be at a fixed rate not to exceed % or, an adjustable rate loan with initial rate not to exceed %. Regardless of the type of loan, Buyer shall pay points not to exceed % of the loan amount. E. ADDITIONAL FINANCING TERMS: F. BALANCE OF DOWN PAYMENT OR PURCHASE PRICE in the amount of . . . . . . . . . . . . . . . . . . . . .$ to be deposited with Escrow Holder pursuant to Escrow Holder instructions. G. PURCHASE PRICE (TOTAL):. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ Buyer's Initials () ()Seller's Initials () ( ) © 2018, California Association of REALTORS®, Inc. CPA REVISED 12/18 (PAGE 1 OF 11) COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 1 OF 11) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com 11/19/2020 Bert Sarkis or Assignee, Devin Stetler, Or Assignee X 3075 N Maroa Ave Fresno Fresno 93704-5610 443-080-36 X November 12, 2021 X Premier Valley Realty 01954692 X Brian Domingos Jr 01373613 X KAN Ventures, Inc.02020025 X Austin Ewell 01770309 X X Premier Valley Realty, 601 W. Shaw Avenue Fresno CA 93704 5592729676 8668479871 Noroian: 3075 N. Brian Domingos Jr Property Address: Date: H.VERIFICATION OF DOWN PAYMENT AND CLOSING COSTS:Buyer (or Buyer's lender or loan broker pursuant to paragraph 3J(1))shall, within 3 (or ) Days After Acceptance, Deliver to Seller written verification of Buyer's down payment and closing costs. ( Verification attached.) I. APPRAISAL CONTINGENCY AND REMOVAL:This Agreement is (or is NOT) contingent upon a written appraisal of the Property by a licensed or certified appraiser at no less than the purchase price. Buyer shall, as specified in paragraph 14B(3), in writing, remove the appraisal contingency or cancel this Agreement within 17 (or ) Days After Acceptance. J. LOAN TERMS: (1)LOAN APPLICATIONS:Within 3 (or ) Days After Acceptance, Buyer shall Deliver to Seller a letter from Buyer's lender or loan broker stating that, based on a review of Buyer's written application and credit report, Buyer is prequalified or preapproved for any NEW loan specified in paragraph 3D. If any loan specified in paragraph 3D is an adjustable rate loan, the prequalification or preapproval letter shall be based on the qualifying rate, not the initial loan rate. ( Letter attached.) (2) LOAN CONTINGENCY:Buyer shall act diligently and in good faith to obtain the designated loan(s). Buyer's qualification for the loan(s) specified above is a contingency of this Agreement unless otherwise agreed in writing. If there is no appraisal contingency or the appraisal contingency has been waived or removed, then failure of the Property to appraise at the purchase price does not entitle Buyer to exercise the cancellation right pursuant to the loan contingency if Buyer is otherwise qualified for the specified loan. Buyer's contractual obligations regarding deposit, balance of down payment and closing costs are not contingencies of this Agreement. (3) LOAN CONTINGENCY REMOVAL: Within 21 (or ) Days After Acceptance, Buyer shall, as specified in paragraph 18, in writing, remove the loan contingency or cancel this Agreement. If there is an appraisal contingency, removal of the loan contingency shall not be deemed removal of the appraisal contingency. (4) NO LOAN CONTINGENCY:Obtaining any loan specified above is NOT a contingency of this Agreement. If Buyer does not obtain the loan and as a result Buyer does not purchase the Property, Seller may be entitled to Buyer's deposit or other legal remedies. (5) LENDER LIMITS ON BUYER CREDITS:Any credit to Buyer, from any source, for closing or other costs that is agreed to by the Parties (“Contractual Credit”) shall be disclosed to Buyer's lender. If the total credit allowed by Buyer's lender (“Lender Allowable Credit”) is less than the Contractual Credit, then (i) the Contractual Credit shall be reduced to the Lender Allowable Credit, and (ii) in the absence of a separate written agreement between the Parties, there shall be no automatic adjustment to the purchase price to make up for the difference between the Contractual Credit and the Lender Allowable Credit. K. BUYER STATED FINANCING:Seller is relying on Buyer's representation of the type of financing specified (including but not limited to, as applicable, all cash, amount of down payment, or contingent or non-contingent loan). Seller has agreed to a specific closing date, purchase price and to sell to Buyer in reliance on Buyer's covenant concerning financing. Buyer shall pursue the financing specified in this Agreement. Seller has no obligation to cooperate with Buyer's efforts to obtain any financing other than that specified in the Agreement and the availability of any such alternate financing does not excuse Buyer from the obligation to purchase the Property and close escrow as specified in this Agreement. 4. SALE OF BUYER'S PROPERTY: A.This Agreement and Buyer's ability to obtain financing are NOT contingent upon the sale of any property owned by Buyer. OR B. This Agreement and Buyer's ability to obtain financing are contingent upon the sale of property owned by Buyer as specified in the attached addendum (C.A.R. Form COP). 5. ADDENDA AND ADVISORIES: A.ADDENDA: Addendum # (C.A.R. Form ADM) Back Up Offer Addendum (C.A.R. Form BUO) Court Confirmation Addendum (C.A.R. Form CCA) Septic, Well and Property Monument Addendum (C.A.R. Form SWPI) Short Sale Addendum (C.A.R. Form SSA) Other B.BUYER AND SELLER ADVISORIES: Buyer's Inspection Advisory (C.A.R. Form BIA) Probate Advisory (C.A.R. Form PA) Statewide Buyer and Seller Advisory (C.A.R. Form SBSA) Trust Advisory (C.A.R. Form TA) REO Advisory (C.A.R. Form REO) Short Sale Information and Advisory (C.A.R. Form SSIA) Other 6. OTHER TERMS: 7. ALLOCATION OF COSTS A. INSPECTIONS, REPORTS AND CERTIFICATES:Unless otherwise agreed, in writing, this paragraph only determines who is to pay for the inspection, test, certificate or service (“Report”) mentioned; it does not determine who is to pay for any work recommended or identified in the Report. (1) Buyer Seller shall pay for a natural hazard zone disclosure report, including tax environmental Other: prepared by . (2) Buyer Seller shall pay for the following Report prepared by . (3) Buyer Seller shall pay for the following Report prepared by . Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) CPA REVISED 12/18 (PAGE 2 OF 11) COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 2 OF 11) Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com 3075 N Maroa Ave, Fresno, CA 93704-5610 November 19, 2020 X X X 1 X X Noroian: 3075 N. Property Address: Date: B. GOVERNMENT REQUIREMENTS AND RETROFIT: (1) Buyer Seller shall pay for smoke alarm and carbon monoxide device installation and water heater bracing, if required by Law. Prior to Close Of Escrow (“COE”), Seller shall provide Buyer written statement(s) of compliance in accordance with state and local Law, unless Seller is exempt. (2) (i) Buyer Seller shall pay the cost of compliance with any other minimum mandatory government inspections and reports if required as a condition of closing escrow under any Law. (ii) Buyer Seller shall pay the cost of compliance with any other minimum mandatory government retrofit standards required as a condition of closing escrow under any Law, whether the work is required to be completed before or after COE. (iii) Buyer shall be provided, within the time specified in paragraph 18A, a copy of any required government conducted or point-of-sale inspection report prepared pursuant to this Agreement or in anticipation of this sale of the Property. C. ESCROW AND TITLE: (1)(a) Buyer Seller shall pay escrow fee . (b) Escrow Holder shall be . (c)The Parties shall, within 5 (or ) Days After receipt, sign and return Escrow Holder's general provisions. (2)(a) Buyer Seller shall pay for owner's title insurance policy specified in paragraph 17E . (b) Owner's title policy to be issued by . (Buyer shall pay for any title insurance policy insuring Buyer's lender, unless otherwise agreed in writing.) D. OTHER COSTS: (1)Buyer Seller shall pay County transfer tax or fee . (2)Buyer Seller shall pay City transfer tax or fee . (3)Buyer Seller shall pay Owners' Association (“OA”) transfer fee . (4)Seller shall pay OA fees for preparing all documents required to be delivered by Civil Code §4525. (5)Buyer Seller shall pay OA fees for preparing all documents other than those required by Civil Code §4525. (6)Buyer to pay for any HOA certification fee. (7)Buyer Seller shall pay for any private transfer fee . (8)Buyer Seller shall pay for . (9)Buyer Seller shall pay for . 8. ITEMS INCLUDED IN AND EXCLUDED FROM SALE: A. NOTE TO BUYER AND SELLER:Items listed as included or excluded in the MLS, flyers or marketing materials are not included in the purchase price or excluded from the sale unless specified in paragraph 8 B, C or D. B. ITEMS INCLUDED IN SALE: (1)All EXISTING fixtures and fittings that are attached to the Property; (2)EXISTING electrical, mechanical, lighting, plumbing and heating fixtures, ceiling fans, fireplace inserts, gas logs and grates, solar power systems, built-in appliances, window and door screens, awnings, shutters, window coverings, attached floor coverings, television antennas, satellite dishes, air coolers/conditioners, pool/spa equipment, garage door openers/remote controls, mailbox, in- ground landscaping, trees/shrubs, water features and fountains, water softeners, water purifiers, security systems/alarms. (3)A complete inventory of all personal property of Seller currently used in the operation of the Property and included in the purchase price shall be delivered to Buyer within the time specified in paragraph 18A. (4)Seller represents that all items included in the purchase price are, unless otherwise specified or identified pursuant to 8B(7), owned by Seller. Within the time specified in paragraph 18A, Seller shall give Buyer a list of fixtures not owned by Seller. (5)Seller shall deliver title to the personal property by Bill of Sale, free and clear of all liens and encumbrances, and without seller warranty of condition regardless of value. (6)As additional security for any note in favor of Seller for any part of the purchase price, Buyer shall execute a UCC-1 Financing Statement to be filed with the Secretary of State, covering the personal property included in the purchase, replacement thereof, and insurance proceeds. (7)LEASED OR LIENED ITEMS AND SYSTEMS:Seller shall, within the time specified in paragraph 18A, (i) disclose to Buyer if any item or system specified in paragraph 8B or otherwise included in the sale is leased, or not owned by Seller, or specifically subject to a lien or other encumbrance, and (ii) Deliver to Buyer all written materials (such as lease, warranty, etc.) concerning any such item. Buyer's ability to assume any such lease, or willingness to accept the Property subject to any such lien or encumbrance, is a contingency in favor of Buyer and Seller as specified in paragraph 18B and C. C. ITEMS EXCLUDED FROM SALE:Unless otherwise specified, the following items are excluded from sale: . D. OTHER ITEMS: (1)Existing integrated phone and automation systems, including necessary components such as intranet and Internet- connected hardware or devices, control units (other than non-dedicated mobile devices, electronics and computers) and applicable software, permissions, passwords, codes and access information, are ( are NOT) included in the sale. 9. CLOSING AND POSSESSION: A.Seller-occupied or vacant property:Possession shall be delivered to Buyer: (i)at 6 PM or ( AM/PM) on the date of Close Of Escrow; (ii) no later than calendar days After Close Of Escrow; or (iii) at AM/ PM on . B.Seller Remaining in Possession After Close Of Escrow:If Seller has the right to remain in possession after Close Of Escrow, (i) the Parties are advised to sign a separate occupancy agreement such as C.A.R. Form CL; and (ii) the Parties are advised to consult with their insurance and legal advisors for information about liability and damage or injury to persons and personal and real property; and (iii) Buyer is advised to consult with Buyer's lender about the impact of Seller's occupancy on Buyer's loan. C. Tenant Occupied Units:Possession and occupancy, subject to the rights of tenants under existing leases, shall be delivered to Buyer on Close Of Escrow. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) CPA REVISED 12/18 (PAGE 3 OF 11) COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 3 OF 11) Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com 3075 N Maroa Ave, Fresno, CA 93704-5610 November 19, 2020 X X Chicago Title - Joy Maynard X X trade fixtures, personal property, ABC license X 30 Noroian: 3075 N. Property Address: Date: D.At Close Of Escrow:(i)Seller assigns to Buyer any assignable warranty rights for items included in the sale; and (ii)Seller shall Deliver to Buyer available Copies of any such warranties. Brokers cannot and will not determine the assignability of any warranties. E.At Close Of Escrow, unless otherwise agreed in writing, Seller shall provide keys, passwords, codes and/or means to operate all locks, mailboxes, security systems, alarms, home automation systems and intranet and Internet-connected devices included in the purchase price, and garage door openers. If the Property is a condominium or located in a common interest subdivision, Buyer may be required to pay a deposit to the Owners' Association (“OA”) to obtain keys to accessible OA facilities. 10.SECURITY DEPOSITS:Security deposits, if any, to the extent they have not been applied by Seller in accordance with any rental agreement and current Law, shall be transferred to Buyer on Close Of Escrow. Seller shall notify each tenant, in compliance with the Civil Code. 11. SELLER DISCLOSURES: A. NATURAL AND ENVIRONMENTAL DISCLOSURES:Seller shall, within the time specified in paragraph 18, if required by Law:(i)Deliver to Buyer earthquake guides (and questionnaire) and environmental hazards booklet;(ii)even if exempt from the obligation to provide an NHD, disclose if the Property is located in a Special Flood Hazard Area; Potential Flooding (Inundation) Area; Very High Fire Hazard Zone; State Fire Responsibility Area; Earthquake Fault Zone; Seismic Hazard Zone; and (iii)disclose any other zone as required by Law and provide any other information required for those zones. B. ADDITIONAL DISCLOSURES:Within the time specified in paragraph 18, Seller shall Deliver to Buyer, in writing, the following disclosures, documentation and information: (1) RENTAL SERVICE AGREEMENTS: (i)All current leases, rental agreements, service contracts, and other agreements pertaining to the operation of the Property; and (ii)a rental statement including names of tenants, rental rates, period of rental, date of last rent increase, security deposits, rental concessions, rebates, or other benefits, if any, and a list of delinquent rents and their duration. Seller represents that no tenant is entitled to any concession, rebate, or other benefit, except as set forth in these documents. (2) INCOME AND EXPENSE STATEMENTS:The books and records, including a statement of income and expense for the 12 months preceding Acceptance. Seller represents that the books and records are those maintained in the ordinary and normal course of business, and used by Seller in the computation of federal and state income tax returns. (3) TENANT ESTOPPEL CERTIFICATES:(If checked) Tenant estoppel certificates (C.A.R. Form TEC) completed by Seller or Seller's agent, and signed by tenants, acknowledging:(i)that tenants' rental or lease agreements are unmodified and in full force and effect (or if modified, stating all such modifications);(ii)that no lessor defaults exist; and (iii)stating the amount of any prepaid rent or security deposit. (4) SURVEYS, PLANS AND ENGINEERING DOCUMENTS:Copies of surveys, plans, specifications and engineering documents, if any, in Seller's possession or control. (5) PERMITS:If in Seller's possession, Copies of all permits and approvals concerning the Property, obtained from any governmental entity, including, but not limited to, certificates of occupancy, conditional use permits, development plans, and licenses and permits pertaining to the operation of the Property. (6) STRUCTURAL MODIFICATIONS:Any known structural additions or alterations to, or the installation, alteration, repair or replacement of, significant components of the structure(s) upon the Property. (7) GOVERNMENTAL COMPLIANCE:Any improvements, additions, alterations or repairs made by Seller, or known to Seller to have been made, without required governmental permits, final inspections, and approvals. (8) VIOLATION NOTICES:Any notice of violations of any Law filed or issued against the Property and actually known to Seller. (9) WATER CONSERVING PLUMBING DEVICES:Section 1101.5 of the Civil Code, requires that by January 1, 2019, all multi-family residential and commercial real property be equipped with water-conserving plumbing devices. Seller shall disclose in writing whether the property includes any noncompliant plumbing fixtures. Seller may use C.A.R. Form SPQ or ESD. See C.A.R. Form WCMD for further information. (10)MISCELLANEOUS ITEMS:Any of the following, if actually known to Seller:(i)any current pending lawsuit(s), investigation(s), inquiry(ies), action(s), or other proceeding(s) affecting the Property, or the right to use and occupy it;(ii) anyunsatisfied mechanic's or materialman's lien(s) affecting the Property; and (iii)that any tenant of the Property is the subject of a bankruptcy. C.WITHHOLDING TAXES: Within the time specified in paragraph 18A, to avoid required withholding Seller shall Deliver to Buyer or qualified substitute, an affidavit sufficient to comply with federal (FIRPTA) and California withholding Law, (C.A.R. Form AS or QS). D. NOTICE REGARDING GAS AND HAZARDOUS LIQUID TRANSMISSION PIPELINES:This notice is being provided simply to inform you that information about the general location of gas and hazardous liquid transmission pipelines is available to the public via the National Pipeline Mapping System (NPMS) Internet Web site maintained by the United States Department of Transportation at http://www.npms.phmsa.dot.gov/. To seek further information about possible transmission pipelines near the Property, you may contact your local gas utility or other pipeline operators in the area. Contact information for pipeline operators is searchable by ZIP Code and county on the NPMS Internet Web site. E. CONDOMINIUM/PLANNED DEVELOPMENT DISCLOSURES: (1) SELLER HAS: 7 (or ) Days After Acceptance to disclose to Buyer whether the Property is a condominium, or is located in a planned development or other common interest subdivision. (2)If the Property is a condominium or is located in a planned development or other common interest subdivision, Seller has 3 (or ) Days After Acceptance to request from the OA (C.A.R. Form HOA1):(i)Copies of any documents required by Law; (ii)disclosure of any pending or anticipated claim or litigation by or against the OA;(iii)a statement containing the location and number of designated parking and storage spaces;(iv)Copies of the most recent 12 months of OA minutes for regular and special meetings; and (v)the names and contact information of all OAs governing the Property (collectively, “CI Disclosures”). Seller shall itemize and Deliver to Buyer all CI Disclosures received from the OA and any CI Disclosures in Seller's possession. Buyer's approval of CI Disclosures is a contingency of this Agreement as specified in paragraph 18B(3). The Party specified in paragraph 7, as directed by escrow, shall deposit funds into escrow or direct to OA or management company to pay for any of the above. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) CPA REVISED 12/18 (PAGE 4 OF 11) COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 4 OF 11) Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com 3075 N Maroa Ave, Fresno, CA 93704-5610 November 19, 2020 Noroian: 3075 N. Property Address: Date: 12. ENVIRONMENTAL SURVEY (If checked): Within Days After Acceptance, Buyer shall be provided a phase one environmental survey report paid for and obtained by Buyer Seller. Buyer shall then, as specified in paragraph 18, remove this contingency or cancel this Agreement. 13. SUBSEQUENT DISCLOSURES:In the event Seller, prior to Close Of Escrow, becomes aware of adverse conditions materially affecting the Property, or any material inaccuracy in disclosures, information or representations previously provided to Buyer of which Buyer is otherwise unaware, Seller shall promptly Deliver a subsequent or amended disclosure or notice in writing, covering those items.However, a subsequent or amended disclosure shall not be required for conditions and material inaccuracies disclosed in reports ordered and paid for by Buyer. 14. CHANGES DURING ESCROW: A.Prior to Close Of Escrow, Seller may only engage in the following acts, (“Proposed Changes”), subject to Buyer's rights in paragraph 14B: (i)rent or lease any vacant unit or other part of the premises;(ii)alter, modify, or extend any existing rental or lease agreement;(iii)enter into, alter, modify or extend any service contract(s); or (iv)change the status of the condition of the Property. B.(1) 7 (or ) Days prior to any Proposed Changes, Seller shall Deliver written notice to Buyer of any Proposed Changes. (2)Within 5 (or ) Days After receipt of such notice, Buyer, in writing, may give Seller notice of Buyer's objection to the Proposed Changes in which case Seller shall not make the Proposed Changes. 15. CONDITION OF PROPERTY:Unless otherwise agreed in writing:(i)the Property is sold (a) “AS-IS” in its PRESENT physical condition as of the date of Acceptance and (b) subject to Buyer's Investigation rights;(ii)the Property, including pool, spa, landscaping and grounds, is to be maintained in substantially the same condition as on the date of Acceptance; and (iii)all debris and personal property not included in the sale shall be removed by Close Of Escrow. A.Seller shall, within the time specified in paragraph 18A, DISCLOSE KNOWN MATERIAL FACTS AND DEFECTS affecting the Property, including known insurance claims within the past five years, and make any and all other disclosures required by law. B.Buyer has the right to conduct Buyer Investigations of the property and, as specified in paragraph 18B, based upon information discovered in those investigations: (i) cancel this Agreement; or (ii) request that Seller make Repairs or take other action. C. Buyer is strongly advised to conduct investigations of the entire Property in order to determine its present condition. Seller may not be aware of all defects affecting the Property or other factors that Buyer considers important. Property improvements may not be built according to code, in compliance with current Law, or have had permits issued. 16. BUYER'S INVESTIGATION OF PROPERTY AND MATTERS AFFECTING PROPERTY: A.Buyer's acceptance of the condition of, and any other matter affecting the Property, is a contingency of this Agreement as specified in this paragraph and paragraph 18B. Within the time specified in paragraph 18B(1), Buyer shall have the right, at Buyer's expense unless otherwise agreed, to conduct inspections, investigations, tests, surveys and other studies (“Buyer Investigations”), including, but not limited to, the right to:(i)inspect for lead-based paint and other lead-based paint hazards;(ii)inspect for wood destroying pests and organisms. Any inspection for wood destroying pests and organisms shall be prepared by a registered Structural Pest Control company; shall cover the main building and attached structures; may cover detached structures; shall NOT include water tests of shower pans on upper level units unless the owners of property below the shower consent; shall NOT include roof coverings; and, if the Property is a unit in a condominium or other common interest subdivision, the inspection shall include only the separate interest and any exclusive-use areas being transferred, and shall NOT include common areas; and shall include a report (“Pest Control Report”) showing the findings of the company which shall be separated into sections for evident infestation or infections (Section 1) and for conditions likely to lead to infestation or infection (Section 2);(iii)review the registered sex offender database;(iv)confirm the insurability of Buyer and the Property including the availability and cost of flood and fire insurance;(v)review and seek approval of leases that may need to be assumed by Buyer; and (vi)satisfy Buyer as to any matter specified in the attached Buyer's Inspection Advisory (C.A.R. Form BIA). Without Seller's prior written consent, Buyer shall neither make nor cause to be made:(i)invasive or destructive Buyer Investigations except for minimally invasive testing required to prepare a Pest Control Report; or (ii)inspections by any governmental building or zoning inspector or government employee, unless required by Law. B.Seller shall make the Property available for all Buyer Investigations. Buyer shall (i)as specified in paragraph 18B, complete Buyer Investigations and either remove the contingency or cancel this Agreement, and (ii)give Seller, at no cost, complete Copies of all such Investigation reports obtained by Buyer, which obligation shall survive the termination of this Agreement. C.Seller shall have water, gas, electricity and all operable pilot lights on for Buyer's Investigations and through the date possession is made available to Buyer. D.Buyer indemnity and seller protection for entry upon property:Buyer shall:(i)keep the Property free and clear of liens;(ii)repair all damage arising from Buyer Investigations; and (iii)indemnify and hold Seller harmless from all resulting liability, claims, demands, damages and costs. Buyer shall carry, or Buyer shall require anyone acting on Buyer's behalf to carry, policies of liability, workers' compensation and other applicable insurance, defending and protecting Seller from liability for any injuries to persons or property occurring during any Buyer Investigations or work done on the Property at Buyer's direction prior to Close Of Escrow. Seller is advised that certain protections may be afforded Seller by recording a “Notice of Non-Responsibility” (C.A.R. Form NNR) for Buyer Investigations and work done on the Property at Buyer's direction. Buyer's obligations under this paragraph shall survive the termination of this Agreement. 17. TITLE AND VESTING: A.Within the time specified in paragraph 18, Buyer shall be provided a current preliminary title report (“Preliminary Report”). The Preliminary Report is only an offer by the title insurer to issue a policy of title insurance and may not contain every item affecting title. Buyer's review of the Preliminary Report and any other matters which may affect title are a contingency of this Agreement as specified in paragraph 18B. The company providing the Preliminary Report shall, prior to issuing a Preliminary Report, conduct a search of the General Index for all Sellers except banks or other institutional lenders selling properties they acquired through foreclosure (REOs), corporations, and government entities. Seller shall within 7 Days After Acceptance, give Escrow Holder a completed Statement of Information. B.Title is taken in its present condition subject to all encumbrances, easements, covenants, conditions, restrictions, rights and other matters, whether of record or not, as of the date of Acceptance except for:(i)monetary liens of record (which Seller is obligated to pay off) unless Buyer is assuming those obligations or taking the Property subject to those obligations; and (ii)those matters which Seller has agreed to remove in writing. C.Within the time specified in paragraph 18A, Seller has a duty to disclose to Buyer all matters known to Seller affecting title, whether of record or not. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) CPA REVISED 12/18 (PAGE 5 OF 11) COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 5 OF 11) Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com 3075 N Maroa Ave, Fresno, CA 93704-5610 November 19, 2020 Noroian: 3075 N. Property Address: Date: D.At Close Of Escrow, Buyer shall receive a grant deed conveying title (or, for stock cooperative or long-term lease, an assignment of stock certificate or of Seller's leasehold interest), including oil, mineral and water rights if currently owned by Seller. Title shall vest as designated in Buyer's supplemental escrow instructions. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL. E.Buyer shall receive a standard coverage owners CLTA policy of title insurance. An ALTA policy or the addition of endorsements may provide greater coverage for Buyer. A title company, at Buyer's request, can provide information about the availability, desirability, coverage, and cost of various title insurance coverages and endorsements. If Buyer desires title coverage other than that required by this paragraph, Buyer shall instruct Escrow Holder in writing and shall pay any increase in cost. 18. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only be extended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph by either Buyer or Seller must be exercised in good faith and in writing (C.A.R. Form CR or CC). A. SELLER HAS: 7 (or ) Days After Acceptance to Deliver to Buyer all Reports, disclosures and information for which Seller is responsible under paragraphs 5A, 6, 7, 8B(7), 11A, B, C, D and F, 12, 15A and 17A. Buyer after first Delivering to Seller a Notice to Seller to Perform (C.A.R. Form NSP) may cancel this Agreement if Seller has not Delivered the items within the time specified. B. (1) BUYER HAS: 17 (or ) Days After Acceptance, unless otherwise agreed in writing, to: (i)complete all Buyer Investigations; review all disclosures, reports, lease documents to be assumed by Buyer pursuant to paragraph 8B(7) and other applicable information, which Buyer receives from Seller; and approve all matters affecting the Property. (2)Within the time specified in paragraph 18B(1), Buyer may request that Seller make repairs or take any other action regarding the Property (C.A.R. Form RR). Seller has no obligation to agree to or respond to (C.A.R. Form RRRR) Buyer's requests. (3)By the end of the time specified in paragraph 18B(1) (or as otherwise specified in this Agreement), Buyer shall Deliver to Seller a removal of the applicable contingency or cancellation (C.A.R. Form CR or CC) of this Agreement. However, if any report, disclosure or information for which Seller is responsible is not Delivered within the time specified in paragraph 18A, then Buyer has 5 (or ) Days After Delivery of any such items, or the time specified in paragraph 18B(1), whichever is later, to Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement. (4) Continuation of Contingency:Even after the end of the time specified in paragraph 18B(1) and before Seller cancels, if at all, pursuant to paragraph 18C, Buyer retains the right, in writing, to either (i) remove remaining contingencies, or (ii) cancel this Agreement based on a remaining contingency. Once Buyer's written removal of all contingencies is Delivered to Seller, Seller may not cancel this Agreement pursuant to paragraph 18C(1). C. SELLER RIGHT TO CANCEL: (1) Seller right to Cancel; Buyer Contingencies:If, by the time specified in this Agreement, Buyer does not Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement, then Seller, after first Delivering to Buyer a Notice to Buyer to Perform (C.A.R. Form NBP), may cancel this Agreement. In such event, Seller shall authorize the return of Buyer's deposit, except for fees incurred by Buyer. (2) Seller right to Cancel; Buyer Contract Obligations:Seller, after first delivering to Buyer a NBP, may cancel this Agreement if, by the time specified in this Agreement, Buyer does not take the following action(s):(i)Deposit funds as required by paragraph 3A or 3B or if the funds deposited pursuant to paragraph 3A or 3B are not good when deposited;(ii)Deliver a letter as required by paragraph 3J(1);(iii)Deliver verification as required by paragraph 3C or 3H or if Seller reasonably disapproves of the verification provided by paragraph 3C or 3H; or (iv)In writing assume or accept leases or liens specified in 8B(7);(v)Sign or initial a separate liquidated damages form for an increased deposit as required by paragraphs 3B and 25B; or (vi)Provide evidence of authority to sign in a representative capacity as specified in paragraph 23. In such event, Seller shall authorize the return of Buyer's deposit, except for fees incurred by Buyer. D. NOTICE TO BUYER OR SELLER TO PERFORM:The NBP or NSP shall:(i)be in writing;(ii)be signed by the applicable Buyer or Seller; and (iii)give the other Party at least 2 (or )Days After Delivery (or until the time specified in the applicable paragraph, whichever occurs last) to take the applicable action. A NBP or NSP may not be Delivered any earlier than 2 Days Prior to the expiration of the applicable time for the other Party to remove a contingency or cancel this Agreement or meet an obligation specified in paragraph 18. E. EFFECT OF BUYER'S REMOVAL OF CONTINGENCIES:If Buyer removes, in writing, any contingency or cancellation rights, unless otherwise specified in writing, Buyer shall conclusively be deemed to have:(i)completed all Buyer Investigations, and review of reports and other applicable information and disclosures pertaining to that contingency or cancellation right;(ii)elected to proceed with the transaction; and (iii)assumed all liability, responsibility and expense for Repairs or corrections pertaining to that contingency or cancellation right, or for the inability to obtain financing. F. CLOSE OF ESCROW:Before Buyer or Seller may cancel this Agreement for failure of the other Party to close escrow pursuant to this Agreement, Buyer or Seller must first Deliver to the other Party a demand to close escrow (C.A.R. Form DCE). The DCE shall:(i) be signed by the applicable Buyer or Seller; and (ii)give the other Party at least 3 (or ) Days After Delivery to close escrow. A DCE may not be Delivered any earlier than 3 Days Prior to the scheduled close of escrow. G. EFFECT OF CANCELLATION ON DEPOSITS:If Buyer or Seller gives written notice of cancellation pursuant to rights duly exercised under the terms of this Agreement, the Parties agree to Sign mutual instructions to cancel the sale and escrow and release deposits, if any, to the party entitled to the funds, less fees and costs incurred by that party. Fees and costs may be payable to service providers and vendors for services and products provided during escrow. Except as specified below,release of funds will require mutual Signed release instructions from the Parties, judicial decision or arbitration award.If either Party fails to execute mutual instructions to cancel escrow, one Party may make a written demand to Escrow Holder for the deposit (C.A.R. Form BDRD or SDRD). Escrow Holder, upon receipt, shall promptly deliver notice of the demand to the other Party. If, within 10 Days After Escrow Holder's notice, the other Party does not object to the demand, Escrow Holder shall disburse the deposit to the Party making the demand. If Escrow Holder complies with the preceding process, each Party shall be deemed to have released Escrow Holder from any and all claims or liability related to the disbursal of the deposit. Escrow Holder, at its discretion, may nonetheless require mutual cancellation instructions.A Party may be subject to a civil penalty of up to $1,000 for refusal to sign cancellation instructions if no good faith dispute exists as to who is entitled to the deposited funds (Civil Code §1057.3). Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) CPA REVISED 12/18 (PAGE 6 OF 11) COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 6 OF 11) Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com 3075 N Maroa Ave, Fresno, CA 93704-5610 November 19, 2020 365 Noroian: 3075 N. Property Address: Date: 19. REPAIRS:Repairs shall be completed prior to final verification of condition unless otherwise agreed in writing. Repairs to be performed at Seller's expense may be performed by Seller or through others, provided that the work complies with applicable Law, including governmental permit, inspection and approval requirements. Repairs shall be performed in a good, skillful manner with materials of quality and appearance comparable to existing materials. It is understood that exact restoration of appearance or cosmetic items following all Repairs may not be possible. Seller shall:(i)obtain invoices and paid receipts for Repairs performed by others;(ii)prepare a written statement indicating the Repairs performed by Seller and the date of such Repairs; and (iii)provide Copies of invoices and paid receipts and statements to Buyer prior to final verification of condition. 20.FINAL VERIFICATION OF CONDITION:Buyer shall have the right to make a final verification of the Property within 5 (or )Days Prior to Close Of Escrow, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm:(i)the Property is maintained pursuant to paragraph 15;(ii) Repairshavebeencompletedasagreed;and (iii)SellerhascompliedwithSeller'sotherobligationsunderthisAgreement(C.A.R.FormVP). 21.PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS:Unless otherwise agreed in writing, the following items shall be PAID CURRENT and prorated between Buyer and Seller as of Close Of Escrow: real property taxes and assessments, interest, rents, OA regular, special, and emergency dues and assessments imposed prior to Close Of Escrow, premiums on insurance assumed by Buyer, payments on bonds and assessments assumed by Buyer, and payments on Mello-Roos and other Special Assessment District bonds and assessments that are now a lien. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: prorated payments on Mello-Roos and other Special Assessment District bonds and assessments and HOA special assessments that are now a lien but not yet due. Property will be reassessed upon change of ownership. Any supplemental tax bills shall be paid as follows:(i)for periods after Close Of Escrow, by Buyer; and (ii)for periods prior to Close Of Escrow, by Seller (see C.A.R. Form SPT or SBSA for further information). TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30-day month. 22. BROKERS: A. COMPENSATION: Seller or Buyer, or both, as applicable, agrees to pay compensation to Broker as specified in a separate written agreement between Broker and that Seller or Buyer. Compensation is payable upon Close Of Escrow, or if escrow does not close, as otherwise specified in the agreement between Broker and that Seller or Buyer. B.BROKERAGE:Neither Buyer nor Seller has utilized the services of, or for any other reason owes compensation to, a licensed real estate broker (individual or corporate), agent, finder, or other entity, other than as specified in this Agreement, in connection with any act relating to the Property, including, but not limited to, inquiries, introductions, consultations and negotiations leading to this Agreement. Buyer and Seller each agree to indemnify, defend, and hold the other, the Brokers specified herein and their agents, harmless from and against any costs, expenses or liability for compensation claimed inconsistent with the warranty and representations in this paragraph. C.SCOPE OF DUTY:Buyer and Seller acknowledge and agree that Broker:(i)Does not decide what price Buyer should pay or Seller should accept;(ii)Does not guarantee the condition of the Property;(iii)Does not guarantee the performance, adequacy or completeness of inspections, services, products or repairs provided or made by Seller or others;(iv)Does not have an obligation to conduct an inspection of common areas or areas off the site of the Property;(v)Shall not be responsible for identifying defects on the Property, in common areas, or offsite unless such defects are visually observable by an inspection of reasonably accessible areas of the Property or are known to Broker;(vi)Shall not be responsible for inspecting public records or permits concerning the title or use of Property;(vii)Shall not be responsible for identifying the location of boundary lines or other items affecting title;(viii)Shall not be responsible for verifying square footage, representations of others or information contained in Investigation reports, Multiple Listing Service, advertisements, flyers or other promotional material;(ix)Shall not be responsible for determining the fair market value of the Property or any personal property included in the sale;(x)Shall not be responsible for providing legal or tax advice regarding any aspect of a transaction entered into by Buyer or Seller; and (xi)Shall not be responsible for providing other advice or information that exceeds the knowledge, education and experience required to perform real estate licensed activity. Buyer and Seller agree to seek legal, tax, insurance, title and other desired assistance from appropriate professionals. 23.REPRESENTATIVE CAPACITY:If one or more Parties is signing the Agreement in a representative capacity and not for him/herself as an individual then that Party shall so indicate in paragraph 40 or 41 and attach a Representative Capacity Signature Disclosure (C.A.R. Form RCSD). Wherever the signature or initials of the representative identified in the RCSD appear on the Agreement or any related documents, it shall be deemed to be in a representative capacity for the entity described and not in an individual capacity, unless otherwise indicated. The Party acting in a representative capacity (i) represents that the entity for which that party is acting already exists and (ii) shall Deliver to the other Party and Escrow Holder, within 3 Days After Acceptance, evidence of authority to act in that capacity (such as but not limited to: applicable portion of the trust or Certification Of Trust (Probate Code §18100.5), letters testamentary, court order, power of attorney, corporate resolution, or formation documents of the business entity). 24. JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER: A.The following paragraphs, or applicable portions thereof, of this Agreement constitute the joint escrow instructions of Buyer and Seller to Escrow Holder,which Escrow Holder is to use along with any related counter offers and addenda, and any additional mutual instructions to close the escrow: paragraphs 1, 3, 4B, 5A, 6, 7, 10, 11D, 17, 18G, 21, 22A, 23, 24, 30, 38, 39, 41, 42 and paragraph D of the section titled Real Estate Brokers on page 11. If a Copy of the separate compensation agreement(s) provided for in paragraph 22A, or paragraph D of the section titled Real Estate Brokers on page 11 is deposited with Escrow Holder by Broker, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's compensation provided for in such agreement(s). The terms and conditions of this Agreement not set forth in the specified paragraphs are additional matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned. Buyer and Seller will receive Escrow Holder's general provisions, if any, directly from Escrow Holder and will execute such provisions within the time specified in paragraph 7C(1)(c). To the extent the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller will execute additional instructions, documents and forms provided by Escrow Holder that are reasonably necessary to close the escrow and, as directed by Escrow Holder, within 3 (or ) Days, shall pay to Escrow Holder or HOA or HOA management company or others any fee required by paragraphs 7, 11 or elsewhere in this Agreement. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) CPA REVISED 12/18 (PAGE 7 OF 11) COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 7 OF 11) Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com 3075 N Maroa Ave, Fresno, CA 93704-5610 November 19, 2020 Noroian: 3075 N. Property Address: Date: B.A Copy of this Agreement including any counter offer(s) and addenda shall be delivered to Escrow Holder within 3 Days After Acceptance (or ). Buyer and Seller authorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyer and Seller is not affected by whether or when Escrow Holder Signs this Agreement. Escrow Holder shall provide Seller's Statement of Information to Title company when received from Seller. If Seller delivers an affidavit to Escrow Holder to satisfy Seller's FIRPTA obligation under paragraph 10C, Escrow Holder shall deliver to Buyer a Qualified Substitute statement that complies with federal Law. C.Brokers are a party to the escrow for the sole purpose of compensation pursuant to paragraph 22A and paragraph D of the section titled Real Estate Brokers on page 11. Buyer and Seller irrevocably assign to Brokers compensation specified in paragraph 22A, and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Close Of Escrow or pursuant to any other mutually executed cancellation agreement. Compensation instructions can be amended or revoked only with the written consent of Brokers. Buyer and Seller shall release and hold harmless Escrow Holder from any liability resulting from Escrow Holder's payment to Broker(s) of compensation pursuant to this Agreement. D.Upon receipt, Escrow Holder shall provide Seller and Seller's Broker verification of Buyer's deposit of funds pursuant to paragraph 3A and 3B. Once Escrow Holder becomes aware of any of the following, Escrow Holder shall immediately notify all Brokers:(i)if Buyer's initial or any additional deposit is not made pursuant to this Agreement, or is not good at time of deposit with Escrow Holder; or (ii)if Buyer and Seller instruct Escrow Holder to cancel escrow. E.A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall be delivered to Escrow Holder within 3 Days after mutual execution of the amendment. 25. REMEDIES FOR BUYER'S BREACH OF CONTRACT: A. Any clause added by the Parties specifying a remedy (such as release or forfeiture of deposit or making a deposit non-refundable) for failure of Buyer to complete the purchase in violation of this Agreement shall be deemed invalid unless the clause independently satisfies the statutory liquidated damages requirements set forth in the Civil Code. B.LIQUIDATED DAMAGES: If Buyer fails to complete this purchase because of Buyer's default, Seller shall retain, as liquidateddamages,thedepositactuallypaid.BuyerandSelleragreethatthisamountisareasonablesumgiventhat it is impractical or extremely difficult to establish the amount of damages that would actually be suffered by Seller in the event Buyer were to breach this Agreement. Release of funds will require mutual, Signed release instructions from both Buyer and Seller, judicial decision or arbitration award. AT TIME OF ANY INCREASED DEPOSIT BUYER AND SELLER SHALL SIGN A SEPARATE LIQUIDATED DAMAGES PROVISION INCORPORATING THE INCREASED DEPOSITASLIQUIDATEDDAMAGES(C.A.R.FORMRID). Buyer's Initials / Seller's Initials / 26. DISPUTE RESOLUTION: A. MEDIATION:The Parties agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, before resorting to arbitration or court action through the C.A.R. Consumer Mediation Center (www. consumermediation.org)or through any other mediation provider or service mutually agreed to by the Parties. The Parties also agree to mediate any disputes or claims with Broker(s), who, in writing, agree to such mediation prior to, or within a reasonable time after, the dispute or claim is presented to the Broker.Mediation fees, if any, shall be divided equally among the Parties involved. If, for any dispute or claim to which this paragraph applies, any Party (i) commences an action without first attempting to resolve the matter through mediation, or (ii) before commencement of an action, refuses to mediate after a request has been made, then that Party shall not be entitled to recover attorney fees, even if they would otherwise be available to that Party in any such action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED.Exclusions from this mediation agreement are specified in paragraph 26C. B. ARBITRATION OF DISPUTES: The Parties agree that any dispute or claim in Law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. The Parties also agree to arbitrate any disputes or claims with Broker(s), who, in writing, agree to such arbitration prior to, or within a reasonable time after, the dispute or claim is presented to the Broker. The arbitrator shall be a retired judge or justice, or an attorney with at least 5 years of transactional real estate Law experience, unless the parties mutually agree to a different arbitrator. The Parties shall have the right to discovery in accordance with Code of Civil Procedure §1283.05. In all other respects, the arbitration shall be conducted in accordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may be entered into any court having jurisdiction. Enforcement of this agreement to arbitrate shall be governed by the Federal Arbitration Act. Exclusions from this arbitration agreement are specified in paragraph 26C. “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 THOSE 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 FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION.” Buyer's Initials / Seller's Initials / Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) CPA REVISED 12/18 (PAGE 8 OF 11) COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 8 OF 11) Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com 3075 N Maroa Ave, Fresno, CA 93704-5610 November 19, 2020 Noroian: 3075 N. Property Address: Date: C. ADDITIONAL MEDIATION AND ARBITRATION TERMS: (1) EXCLUSIONS: The following matters are excluded from mediation and arbitration: (i) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage or installment land sale contract as defined in Civil Code §2985; (ii) an unlawful detainer action; and (iii) any matter that is within the jurisdiction of a probate, small claims or bankruptcy court. (2) PRESERVATION OF ACTIONS: The following shall not constitute a waiver nor violation of the mediation and arbitration provisions: (i) the filing of a court action to preserve a statute of limitations; (ii) the filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies; or (iii) the filing of a mechanic's lien. (3) BROKERS: Brokers shall not be obligated nor compelled to mediate or arbitrate unless they agree to do so in writing. Any Broker(s) participating in mediation or arbitration shall not be deemed a party to the Agreement. 27. SELECTION OF SERVICE PROVIDERS:Brokers do not guarantee the performance of any vendors, service or product providers (“Providers”), whether referred by Broker or selected by Buyer, Seller or other person. Buyer and Seller may select ANY Providers of their own choosing. 28.MULTIPLE LISTING SERVICE/PROPERTY DATA SYSTEM:If Broker is a participant of a Multiple Listing Service (“MLS”) or Property Data System (“PDS”), Broker is authorized to report to the MLS or PDS a pending sale and, upon Close Of Escrow, the terms of this transaction to be published and disseminated to persons and entities authorized to use the information on terms approved by the MLS or PDS. 29.ATTORNEY FEES:In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Buyer or Seller shall be entitled to reasonable attorneys fees and costs from the non-prevailing Buyer or Seller, except as provided in paragraph 26A. 30.ASSIGNMENT:Buyer shall not assign all or any part of Buyer's interest in this Agreement without first having obtained the written consent of Seller. Such consent shall not be unreasonably withheld unless otherwise agreed in writing. Any total or partial assignment shall not relieve Buyer of Buyer's obligations pursuant to this Agreement unless otherwise agreed in writing by Seller (C.A.R. Form AOAA). 31. SUCCESSORS AND ASSIGNS:This Agreement shall be binding upon, and inure to the benefit of, Buyer and Seller and their respective successors and assigns, except as otherwise provided herein. 32. ENVIRONMENTAL HAZARD CONSULTATION:Buyer and Seller acknowledge:(i)Federal, state, and local legislation impose liability upon existing and former owners and users of real property, in applicable situations, for certain legislatively defined, environmentally hazardous substances;(ii)Broker(s) has/have made no representation concerning the applicability of any such Law to this transaction or to Buyer or to Seller, except as otherwise indicated in this Agreement;(iii)Broker(s) has/have made no representation concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property; and (iv)Buyer and Seller are each advised to consult with technical and legal experts concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property. 33.AMERICANS WITH DISABILITIES ACT:The Americans With Disabilities Act (“ADA”) prohibits discrimination against individuals with disabilities. The ADA affects almost all commercial facilities and public accommodations. The ADA can require, among other things, that buildings be made readily accessible to the disabled. Different requirements apply to new construction, alterations to existing buildings, and removal of barriers in existing buildings. Compliance with the ADA may require significant costs. Monetary and injunctive remedies may be incurred if the Property is not in compliance. A real estate broker does not have the technical expertise to determine whether a building is in compliance with ADA requirements, or to advise a principal on those requirements. Buyer and Seller are advised to contact an attorney, contractor, architect, engineer or other qualified professional of Buyer's or Seller's own choosing to determine to what degree, if any, the ADA impacts that principal or this transaction. 34.COPIES:Seller and Buyer each represent that Copies of all reports, documents, certificates, approvals and other documents that are furnished to the other are true, correct and unaltered Copies of the original documents, if the originals are in the possession of the furnishing party. 35. EQUAL HOUSING OPPORTUNITY:The Property is sold in compliance with federal, state and local anti-discrimination Laws. 36. GOVERNING LAW:This Agreement shall be governed by the Laws of the state of California. 37. TERMS AND CONDITIONS OF OFFER:This is an offer to purchase the Property on the above terms and conditions. The liquidated damages paragraph or the arbitration of disputes paragraph is incorporated in this Agreement if initialed by all Parties or if incorporated by mutual agreement in a counter offer or addendum. If at least one but not all Parties initial, a counter offer is required until agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance. Buyer has read and acknowledges receipt of a Copy of the offer and agrees to the confirmation of agency relationships. If this offer is accepted and Buyer subsequently defaults, Buyer may be responsible for payment of Brokers' compensation. This Agreement and any supplement, addendum or modification, including any Copy, may be Signed in two or more counterparts, all of which shall constitute one and the same writing. 38. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES:Time is of the essence. All understandings between the Parties are incorporated in this Agreement. Its terms are intended by the Parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless be given full force and effect. Except as otherwise specified, this Agreement shall be interpreted and disputes shall be resolved in accordance with the Laws of the State of California.Neither this Agreement nor any provision in it may be extended, amended, modified, altered or changed, except in writing Signed by Buyer and Seller. 39. DEFINITIONS:As used in this Agreement: A.“Acceptance”means the time the offer or final counter offer is accepted in writing by a Party and is delivered to and personally received by the other Party or that Party's authorized agent in accordance with the terms of this offer or a final counter offer. B. “Agreement”means this document and any counter offers and any incorporated addenda, collectively forming the binding agreement between the Parties. Addenda are incorporated only when Signed by all Parties. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) CPA REVISED 12/18 (PAGE 9 OF 11) COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 9 OF 11) Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com 3075 N Maroa Ave, Fresno, CA 93704-5610 November 19, 2020 Noroian: 3075 N. Property Address: Date: C. “C.A.R. Form”means the most current version of the specific form referenced or another comparable form agreed to by the parties. D. “Close Of Escrow” or “COE”means the date the grant deed, or other evidence of transfer of title, is recorded. E. “Copy”means copy by any means including photocopy, NCR, facsimile and electronic. F.“Days”means calendar days. However, after Acceptance, the last Day for performance of any act required by this Agreement (including Close Of Escrow) shall not include any Saturday, Sunday, or legal holiday and shall instead be the next Day. G. “Days After”means the specified number of calendar days after the occurrence of the event specified, not counting the calendar date on which the specified event occurs, and ending at 11:59 PM on the final day. H. “Days Prior”means the specified number of calendar days before the occurrence of the event specified, not counting the calendar date on which the specified event is scheduled to occur. I. “Deliver”, “Delivered” or “Delivery”,unless otherwise specified in writing, means and shall be effective upon: personal receipt by Buyer or Seller or the individual Real Estate Licensee for that principal as specified in the section titled Real Estate Brokers on page 11, regardless of the method used (i.e., messenger, mail, email, fax, other). J. “Electronic Copy” or “Electronic Signature”means, as applicable, an electronic copy or signature complying with California Law. Buyer and Seller agree that electronic means will not be used by either Party to modify or alter the content or integrity of this Agreement without the knowledge and consent of the other Party. K. “Law”means any law, code, statute, ordinance, regulation, rule or order, which is adopted by a controlling city, county, state or federal legislative, judicial or executive body or agency. L. “Repairs”means any repairs (including pest control), alterations, replacements, modifications or retrofitting of the Property provided for under this Agreement. M. “Signed”means either a handwritten or electronic signature on an original document, Copy or any counterpart. 40.AUTHORITY:Any person or persons signing this Agreement represent(s) that such person has full power and authority to bind that person's principal, and that the designated Buyer and Seller has full authority to enter into and perform this Agreement. Entering into this Agreement, and the completion of the obligations pursuant to this contract, does not violate any Articles of Incorporation, Articles of Organization, By Laws, Operating Agreement, Partnership Agreement or other document governing the activity of either Buyer or Seller. 41. EXPIRATION OF OFFER:This offer shall be deemed revoked and the deposit, if any, shall be returned to Buyer unless the offer is Signed by Seller and a Copy of the Signed offer is personally received by Buyer, or by , who is authorized to receive it, by 5:00 PM on the third Day after this offer is signed by Buyer (or by AM/PM, on (date)). One or more Buyers is signing the Agreement in a representative capacity and not for him/herself as an individual. See attached Representative Capacity Signature Disclosure (C.A.R. Form RCSD-B) for additional terms. Date BUYER (Print name) Date BUYER (Print name) Additional Signature Addendum attached (C.A.R. Form ASA). 42. ACCEPTANCE OF OFFER:Seller warrants that Seller is the owner of the Property, or has the authority to execute this Agreement. Seller accepts the above offer and agrees to sell the Property on the above terms and conditions, and agrees to the above confirmation of agency relationships. Seller has read and acknowledges receipt of a Copy of this Agreement, and authorizes Broker to Deliver a Signed Copy to Buyer. (If checked) SELLER'S ACCEPTANCE IS SUBJECT TO ATTACHED COUNTER OFFER (C.A.R. Form SCO or SMCO) DATED: . One or more Sellers is signing the Agreement in a representative capacity and not for him/herself as an individual. See attached Representative Capacity Signature Disclosure (C.A.R. Form RCSD-S) for additional terms. Date SELLER (Print name) Date SELLER (Print name) Additional Signature Addendum attached (C.A.R. Form ASA). ( _____ / _____ )(Do not initial if making a counter offer.) CONFIRMATION OF ACCEPTANCE:A Copy of Signed Acceptance was (Initials) personally received by Buyer or Buyer's authorized agent on (date) at AM/ PM.A binding Agreement is created when a Copy of Signed Acceptance is personally received by Buyer or Buyer's authorized agent whether or not confirmed in this document. Completion of this confirmation is not legally required in order to create a binding Agreement; it is solely intended to evidence the date that Confirmation of Acceptance has occurred. CPA REVISED 12/18 (PAGE 10 OF 11) COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 10 OF 11) Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com 3075 N Maroa Ave, Fresno, CA 93704-5610 November 19, 2020 Bert Sarkis or Assignee Devin Stetler, Or Assignee Irma Noroian, Trustee Noroian: 3075 N. Property Address: Date: REAL ESTATE BROKERS: A. Real Estate Brokers are not parties to the Agreement between Buyer and Seller. B. Agency relationships are confirmed as stated in paragraph 2. C.If specified in paragraph 3A(2), Agent who submitted the offer for Buyer acknowledges receipt of deposit. D. COOPERATING (BUYER'S) COMPENSATION:Seller's Broker agrees to pay Buyer's Broker and Buyer's Broker agrees to accept, out of Seller's Broker's proceeds in escrow, the amount specified in the MLS, provided Buyer's Broker is a Participant of the MLS in which the Property is offered for sale or a reciprocal MLS. If Seller's Broker and Buyer's Broker are not both Participants of the MLS, or a reciprocal MLS, in which the Property is offered for sale, then compensation must be specified in a separate written agreement (C.A.R. Form CBC). Declaration of License and Tax (C.A.R. Form DLT) may be used to document that tax reporting will be required or that an exemption exists. E. PRESENTATION OF OFFER:Pursuant to Standard of Practice 1-7, if Buyer's Broker makes a written request, Seller's Broker shall confirm in writing that this offer has been presented to Seller. Buyer's Brokerage Firm DRE Lic. # By DRE Lic. # Date By DRE Lic. # Date Address City State Zip Telephone Fax E-mail Seller's Brokerage Firm DRE Lic. # By DRE Lic. # Date By DRE Lic. # Date Address City State Zip Telephone Fax E-mail ESCROW HOLDER ACKNOWLEDGMENT: Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked, a deposit in the amount of $ ), counter offer numbers Seller's Statement of Information and , and agrees to act as Escrow Holder subject to paragraph 24 of this Agreement, any supplemental escrow instructions and the terms of Escrow Holder's general provisions. Escrow Holder is advised that the date of Confirmation of Acceptance of the Agreement as between Buyer and Seller is Escrow Holder Escrow # By Date Address Phone/Fax/E-mail Escrow Holder has the following license number # Department of Financial Protection and Innovation, Department of Insurance, Department of Real Estate. PRESENTATION OF OFFER:() Listing Broker presented this offer to Seller on (date). Broker or Designee Initials REJECTION OF OFFER:( )( ) No counter offer is being made. This offer was rejected by Seller on (date). Seller's Initials Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) ©2018, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 CPA REVISED 12/18 (PAGE 11 OF 11) COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 11 OF 11) Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com 3075 N Maroa Ave, Fresno, CA 93704-5610 November 19, 2020 KAN Ventures, Inc.02020025 Austin Ewell 01770309 Austin@ewellgroup.com Premier Valley Realty 01954692 Brian Domingos Jr 01373613 601 W. Shaw Avenue Fresno CA 93704 (559)272-9676 (866)847-9871 Brian@premiervalleyrealty.com Noroian: 3075 N. BUYER'S INSPECTION ADVISORY (C.A.R. Form BIA, Revised 11/14) Property Address 1. IMPORTANCE OF PROPERTY INVESTIGATION:The physical condition of the land and improvements being purchased is not guaranteed by either Seller or Brokers. You have an affirmative duty to exercise reasonable care to protect yourself, including discovery of the legal, practical and technical implications of disclosed facts, and the investigation and verification of information and facts that you know or that are within your diligent attention and observation. A general physical inspection typically does not cover all aspects of the Property nor items affecting the Property that are not physically located on the Property. If the professionals recommend further investigations, including a recommendation by a pest control operator to inspect inaccessible areas of the Property, you should contact qualified experts to conduct such additional investigations. 2. BROKER OBLIGATIONS:Brokers do not have expertise in all areas and therefore cannot advise you on many items, such as those listed below. If Broker gives you referrals to professionals, Broker does not guarantee their performance. 3.YOU ARE STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY, INCLUDINGBUTNOTLIMITEDTOTHEFOLLOWING.IFYOUDONOTDOSO,YOUAREACTINGAGAINSTTHEADVICEOFBROKERS. A. GENERAL CONDITION OF THE PROPERTY, ITS SYSTEMS AND COMPONENTS:Foundation, roof (condition, age, leaks, useful life), plumbing, heating, air conditioning, electrical, mechanical, security, pool/spa (cracks, leaks, operation), other structural and nonstructural systems and components, fixtures, built-in appliances, any personal property included in the sale, and energy efficiency of the Property. B. SQUARE FOOTAGE, AGE, BOUNDARIES:Square footage, room dimensions, lot size, age of improvements and boundaries. Any numerical statements regarding these items are APPROXIMATIONS ONLY and have not been verified by Seller and cannot be verified by Brokers. Fences, hedges, walls, retaining walls and other barriers or markers do not necessarily identify true Property boundaries. C.WOOD DESTROYING PESTS:Presence of, or conditions likely to lead to the presence of wood destroying pests and organisms. D. SOIL STABILITY:Existence of fill or compacted soil, expansive or contracting soil, susceptibility to slippage, settling or movement, and the adequacy of drainage. E. WATER AND UTILITIES; WELL SYSTEMS AND COMPONENTS; WASTE DISPOSAL:Water and utility availability, use restrictions and costs. Water quality, adequacy, condition, and performance of well systems and components. The type, size, adequacy, capacity and condition of sewer and septic systems and components, connection to sewer, and applicable fees. F. ENVIRONMENTAL HAZARDS:Potential environmental hazards, including, but not limited to, asbestos, lead-based paint and other lead contamination, radon, methane, other gases, fuel oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, materials, products, or conditions (including mold (airborne, toxic or otherwise), fungus or similar contaminants). G.EARTHQUAKESANDFLOODING:SusceptibilityofthePropertytoearthquake/seismichazardsandpropensityofthePropertytoflood. H.FIRE, HAZARD AND OTHER INSURANCE:The availability and cost of necessary or desired insurance may vary. The location of the Property in a seismic, flood or fire hazard zone, and other conditions, such as the age of the Property and the claims history of the Property and Buyer, may affect the availability and need for certain types of insurance. Buyer should explore insurance options early as this information may affect other decisions, including the removal of loan and inspection contingencies. I.BUILDING PERMITS, ZONING AND GOVERNMENTAL REQUIREMENTS:Permits, inspections, certificates, zoning, other governmental limitations, restrictions, and requirements affecting the current or future use of the Property, its development or size. J.RENTAL PROPERTY RESTRICTIONS:Some cities and counties impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants, and the right of a landlord to terminate a tenancy. Deadbolt or other locks and security systems for doors and windows, including window bars, should be examined to determine whether they satisfy legal requirements. K. SECURITY AND SAFETY:State and local Law may require the installation of barriers, access alarms, self-latching mechanisms and/or other measures to decrease the risk to children and other persons of existing swimming pools and hot tubs, as well as various fire safety and other measures concerning other features of the Property. L. NEIGHBORHOOD, AREA, SUBDIVISION CONDITIONS; PERSONAL FACTORS:Neighborhood or area conditions, including schools, law enforcement, crime statistics, registered felons or offenders, fire protection, other government services, availability, adequacy and cost of internet connections or other technology services and installations, commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, wild and domestic animals, other nuisances, hazards, or circumstances, protected species, wetland properties, botanical diseases, historic or other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common interest subdivisions, and possible lack of compliance with any governing documents or Homeowners' Association requirements, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Buyer. By signing below, Buyers acknowledge that they have read, understand, accept and have received a Copy of this Advisory. Buyers are encouraged to read it carefully. Buyer Buyer © 1991-2004, California Association of REALTORS®, Inc. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 BIA REVISED 11/14 (PAGE 1 OF 1) BUYER'S INSPECTION ADVISORY (BIA PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com 3075 N Maroa Ave, Fresno, CA 93704-5610 Bert Sarkis or Assignee Devin Stetler, Or Assignee Premier Valley Realty, 601 W. Shaw Avenue Fresno CA 93704 5592729676 8668479871 Noroian: 3075 N. Brian Domingos Jr POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER - DISCLOSURE AND CONSENT (C.A.R. Form PRBS, Revised 12/18) A real estate broker (Broker), whether a corporation, partnership or sole proprietorship, may represent more than one buyer or seller. This multiple representation can occur through an individual licensed as a broker or salesperson or through different individual broker's or salespersons (associate licensees) acting under the Broker's license. The associate licensees may be working out of the same or different office locations. Multiple Buyers:Broker (individually or through its associate licensees) may be working with many prospective buyers at the same time. These prospective buyers may have an interest in, and make offers on, the same properties. Some of these properties may be listed with Broker and some may not. Broker will not limit or restrict any particular buyer from making an offer on any particular property whether or not Broker represents other buyers interested in the same property. Multiple Sellers:Broker (individually or through its associate licensees) may have listings on many properties at the same time. As a result, Broker will attempt to find buyers for each of those listed properties. Some listed properties may appeal to the same prospective buyers. Some properties may attract more prospective buyers than others. Some of these prospective buyers may be represented by Broker and some may not. Broker will market all listed properties to all prospective buyers whether or not Broker has another or other listed properties that may appeal to the same prospective buyers. Dual Agency:If Seller is represented by Broker, Seller acknowledges that broker may represent prospective buyers of Seller's property and consents to Broker acting as a dual agent for both seller and buyer in that transaction. If Buyer is represented by Broker, buyer acknowledges that Broker may represent sellers of property that Buyer is interested in acquiring and consents to Broker acting as a dual agent for both buyer and seller with regard to that property. In the event of dual agency, seller and buyer agree that: a dual 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 the 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; and except as set forth above, a dual agent is obligated to disclose known facts materially affecting the value or desirability of the Property to both parties. Offers not necessarily confidential:Buyer is advised that seller or listing agent may disclose the existence, terms, or conditions of buyer's offer unless all parties and their agent have signed a written confidentiality agreement. Whether any such information is actually disclosed depends on many factors, such as current market conditions, the prevailing practice in the real estate community, the listing agent's marketing strategy and the instructions of the seller. Buyer and seller understand that Broker may represent more than one buyer or more than one seller and even both buyer and seller on the same transaction and consents to such relationships. Seller and/or Buyer acknowledges reading and understanding this Possible Representation of More Than One Buyer or Seller - Disclosure and Consent and agrees to the agency possibilities disclosed. Seller Date Seller Date Buyer Date Buyer Date Buyer's Brokerage Firm DRE Lic # Date By DRE Lic # Date Seller's Brokerage Firm DRE Lic # Date By DRE Lic # Date © 2018, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 PRBS REVISED 12/18 (PAGE 1 OF 1) POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER (PRBS PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com Irma Noroian, Trustee Bert Sarkis or Assignee Devin Stetler, Or Assignee KAN Ventures, Inc.02020025 01770309 Austin Ewell Premier Valley Realty 01954692 01373613 Brian Domingos Jr Premier Valley Realty, 601 W. Shaw Avenue Fresno CA 93704 5592729676 8668479871 Noroian: 3075 N. Brian Domingos Jr CALIFORNIA CONSUMER PRIVACY ACT ADVISORY (C.A.R. Form CCPA, 12/19) As of January 1, 2020, the California Consumer Privacy Act (commencing with Civil Code § 1798.100) (“CCPA”) grants to California residents certain rights in their private, personal information that is collected by companies with whom they do business. Under the CCPA, “personal information” is defined broadly to encompass non-public records information that could reasonably be linked directly or indirectly to you, including, potentially, photographs of or sales information about your property. Some of your personal information will be collected and likely shared with others during the process of buying and selling real estate. Depending on the situation, you may have the right to “opt out” or stop the transfer of your personal information to others and request that certain businesses delete your personal information altogether. Not all businesses you interact with are required to comply with the law, primarily just those who meet the criteria of a covered “Business” as set forth in Section 1798.140 (c)]. For more information, you may ask your Broker for a copy of the C.A.R. Legal Q&A on the subject. A real estate broker is likely to submit personal information to a Multiple Listing Service (“MLS”) in order to help find a buyer for a seller's property. Through the MLS, the information is made available to real estate brokers and salespeople, and others. Even after a sale is complete, the MLS distributes sales information to the real estate community. Brokers, agents and MLSs may also share your personal information with others who post the personal information on websites or elsewhere, or otherwise use it. Thus, there are various service providers and companies in a real estate transaction who may be engaged in using or sharing data involving your personal information. If your broker is a covered Business, it should have a privacy policy explaining your rights on its website and giving you an opportunity to request that personal information not be shared, used and even deleted. Even if your real estate brokerage is a covered Business, it needs, and is allowed, to keep your information to effectuate a sale and, by law, is required to maintain such information for three years to comply with regulatory requirements. Not all brokers are covered Businesses, however, and those that are not, do not have to comply with the CCPA. Similarly, most MLSs will not be considered a covered Business. Instead, the MLS may be considered a Third Party in the event a covered Business (ex: brokerages, real estate listing aggregation or advertising internet sites or other outlets who meet the criteria of covered Businesses) exchanges personal information with the MLS. You do not have the right under the CCPA to require a Third Party to delete your personal information. And like real estate brokerages, even if an MLS is a covered Business, MLSs are also required by law to retain and make accessible in its computer system any and all listing and other information for three years. Whether an MLS is a covered Business or a Third Party, you have a right to be notified about the sharing of your personal information and your right to contact a covered Business to opt out of your personal information being used, or shared with Third Parties. Since the MLSs and/or other entities receiving your personal information do not have direct contact with buyers and sellers and also may not be aware of which entities exchanging personal information are covered Businesses, this form is being used to notify you of your rights under the CCPA and your ability to direct requests to covered Businesses not to share personal information with Third Parties. One way to limit access to your personal information, is to inform your broker or salesperson you want to opt-out of the MLS, and if so, you will be asked to sign a document (Form SELM) confirming your request to keep your listing off the MLS. However, if you do so, it may be more difficult to sell your property or obtain the highest price for it because your property will not be exposed to the greatest number of real estate licensees and others. I/we acknowledge receipt of a copy of this California Consumer Privacy Act Advisory. Buyer/Seller/Landlord/Tenant Date Buyer/Seller/Landlord/Tenant Date © 2019, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 CCPA 12/19 (PAGE 1 OF 1) CALIFORNIA CONSUMER PRIVACY ACT ADVISORY (CCPA PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com Bert Sarkis or Assignee Devin Stetler, Or Assignee Premier Valley Realty, 601 W. Shaw Avenue Fresno CA 93704 5592729676 8668479871 Noroian: 3075 N. Brian Domingos Jr ADDENDUM (C.A.R. Form ADM, Revised 12/15) No. The following terms and conditions are hereby incorporated in and made a part of the: Purchase Agreement, Residential Lease or Month-to-Month Rental Agreement, Transfer Disclosure Statement (Note: An amendment to the TDS may give the Buyer a right to rescind), Other , dated , on property known as in which is referred to as ("Buyer/Tenant") and is referred to as ("Seller/Landlord"). The foregoing terms and conditions are hereby agreed to, and the undersigned acknowledge receipt of a copy of this document. Date Date Buyer/Tenant Seller/Landlord Buyer/Tenant Seller/Landlord © 1986-2015, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 ADM REVISED 12/15 (PAGE 1 OF 1) ADDENDUM (ADM PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com 1 X November 19, 2020 3075 N Maroa Ave Fresno, CA 93704-5610 Bert Sarkis or Assignee, Devin Stetler, Or Assignee Irma Noroian, Trustee 1. This offer is contingent upon buyer' s ability to obtain any and all government approvals required for a retail business. 2. Buyer's due diligence period shall be 12 months from acceptance during which monthly payments in the amount of shall be made by buyer to Club Legends, Inc., and are non-refundable. 3. Seller agrees to cooperate (at no cost to Seller) with Buyer by signing any documents that are required to be submitted to governmental agencies or the like for the Property to receive entitlements, permits, utility connections, etc., for Buyer's intended use of the Property. 4. Seller and Buyer reserve the right to participate in a 1031 exchange at no additional costs to the other party. 5. Seller shall not provide financial statements (income and expense statements) related to the operation of Club Legends, Inc. Bert Sarkis or Assignee Irma Noroian, Trustee Devin Stetler, Or Assignee Premier Valley Realty, 601 W. Shaw Avenue Fresno CA 93704 5592729676 8668479871 Noroian: 3075 N. Brian Domingos Jr 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 November 19, 2020 Please reply to: Rob Holt (559) 621-8056 Angilbert Sarkis Flavors of Fresno 3075 N Maroa Ave Fresno, CA 93726 Dear Applicant: SUBJECT: ZONING INQUIRY NUMBER P20-04225 REQUESTING INFORMATION REGARDING CANNABIS RETAIL FOR PROPERTY LOCATED AT 3075 NORTH MAROA AVENUE (APN 443-080-36) Thank you for your inquiry regarding the allowance of new cannabis retail uses. The requested information about cannabis retail uses was analyzed using Article 27, Chapter 15 of the Fresno Municipal Code (FMC) of the City of Fresno. Please note, all research for this inquiry is based on existing land development of the subject property. If there are multiple buildings on the subject property, this research was based on the address provided in the request. This research does not take into effect of future development unless provided in your application request. With that, research of a proposed cannabis retail business on the subject property conveys the following: 1. All cannabis retail businesses must be located on property zoned DTN (Downtown Neighborhood), DTG (Downtown General), CMS (Commercial Main Street), CC (Commercial Community), CR (Commercial Regional), CG (Commercial General), CH (Commercial Highway), NMX (Neighborhood Mixed-Use), CMX (Corridor/Center Mixed- Use), RMX (Regional Mixed-Use), and must meet all of the requirements for development in these zones, including, but not limited to, parking, lighting, building materials, etc. The subject property is zoned CC, which is one of the allowable zone districts for cannabis retail businesses. Development standards of the CC zone district are available in Sections 15-1203, 15-1204, and 15-1205 of the FMC. The subject location meets the zone district requirement, per Section 15-2739.B.1.a of the FMC, for a cannabis retail business. 2. All building(s) in which a cannabis retail business is located shall be no closer than 800 feet from any property boundary containing the following: (1) A cannabis retail business; (2) A school providing instruction for any grades pre-school through 12 (whether public, private, or charter, including pre-school, transitional kindergarten, and K-12); (3) A day care center licensed by the state Department of Social Services that is in existence at the time a complete commercial cannabis business permit application is submitted; and, (4) A youth center that is in existence at the time a complete commercial cannabis business permit is submitted. Zoning Inquiry P20-04225 3075 North Maroa Avenue Page 2 November 19, 2020 The subject property is not located within 800 feet of the property boundary of any of the above-mentioned uses. The subject building meets the separation requirements, per Section 15-2739.B.1.b of the FMC, for a cannabis retail business. 3. Prior to commencing operations, a cannabis retail business must obtain a Cannabis Conditional Use Permit from the Planning and Development Department per Section 15- 2739.N of the FMC. 4. No more than 2 cannabis retail businesses may be located in any one Council District. If more than 14 are ever authorized by Council (more than 2 per Council District), they shall be dispersed evenly by Council District. The subject property is in Council District 7. There are currently no cannabis retail businesses located in Council District 7. This location requirement is satisfied for a cannabis retail business. Please review the entirety of Article 33, Chapter 9 (Cannabis Retail Business and Commercial Cannabis), and Section 15-2739 (Adult Use and Medicinal Cannabis Retail Business and Commercial Cannabis Business) of the FMC to understand other requirements of cannabis retail businesses, including but not limited to, application requirements, signage, etc. This information was researched by the undersigned per the zoning request. The undersigned certifies that the above information contained herein is believed to be accurate and is based upon, or relates to, the information supplied by the requestor. The City of Fresno assumes no liability for errors and omissions. All information was obtained from public records held by the Planning and Development Department. A copy of the Fresno Municipal Code may be obtained by contacting the City Clerk’s office at 559-621-7650. The Fresno Municipal Code may also be searched on the Internet, free of charge, by going to www.fresno.gov. If you have questions regarding this matter, please contact me by telephone at 559-621-8056 or at Robert.Holt@fresno.gov. Cordially, Rob Holt, Planner III Development Services Division Planning and Development Department