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C-20-87 Catalyst Highway 99 Redacted
Applicant (Entity) Information Application Type Proposed Location Commercial Cannabis Business Permit Application C-20-87 Submitted On: Dec 04, 2020 Applicant Elliot Lewis elliot.lewis.ceo@southcordholdings.com Applicant (Entity) Name: CATALYST - Fresno LLC DBA: Catalyst - Highway 99 Physical Address: 2250 N. Weber Avenue City: Fresno State: CA Zip Code: 93705 Primary Contact Same as Above? Yes Primary Contact Name: Elliot Lewis Primary Contact Title: Owner / Member & Manager Primary Contact Phone: Primary Contact Email: elliot.lewis.ceo@southcordholdings.com HAS ANY INDIVIDUAL IN THIS APPLICATION APPLIED FOR ANY OTHER CANNABIS PERMIT IN THE CITY OF FRESNO?: Yes Select one or more of the following categories. For each category, indicate whether you are applying for Adult-Use (“A”) or/and Medicinal (“M”) or both Both Please make one selection for permit type. If making multiple applications, please submit a new application for each permit type and proposed location. Permit Type Retail (Storefront) Business Formation Documentation: Limited Liability Company Property Owner Name: Dos Banditos, LLC Proposed Location Address: 2250 N. Weber Avenue City: Fresno State: CA Zip Code: 93705 Property Owner Phone: 702-853-7902 Property Owner Email: chris@caicap.com Assessor's Parcel Number (APN): 442-102-26 Supporting Information Application Certification Proposed Location Square Footage: 6786 List all fictitious business names the applicant is operating under including the address where each business is located: Catalyst - Highway 99 at 2250 N. Weber Avenue, Fresno, CA 93705 Has the Applicant or any of its owners been the subject of any administrative action, including but not limited to suspension, denial, or revocation of a cannabis business license at any time during the past three (3) years? No Is the Applicant or any of its owners currently involved in an application process in any other jurisdiction? Yes If so, please list and explain: City of Oxnard (EEL - Oxnard LLC is resubmitting a cannabis retail business permit application following the restart of the City’s application process due to administrative errors by the City); City of El Monte (EEL - EL Monte, LLC, has an approved cannabis retail business license application as is presently seeking building permits and Nibble This - El Monte LLC had its cannabis retail business license application denied and is now considering options (likely litigation) for moving forward); City of Pomona (EEL - Pomona LLC has an approved cannabis retail business license application as is presently seeking building permits); County of Riverside (Catalyst Hemet LLC is seeking a CUP and DA for a cannabis retail business and EEL - Riverside County, LLC, and F2- Palm Desert LLC are cannabis retail businesses approved through the County’s RFP process presently proceeding through the County’s CUP and DA application process); City of Los Angeles (4158 Pico Holdings LLC, 11500 Vermont Holdings LLC, 512 Vernon Holdings LLC, 316 Florence Holdings LLC, and 1539 Manchester Holdings LLC are approved Phase 3, Round 1 social equity applicants presently going through the City’s local approval process); City of Bellflower (EEL Holdings LLC operates active, licensed cannabis retail, distribution, and manufacturing businesses); City of Morro Bay (Connected Morro Bay Blvd, LLC, is presently litigating against the City of Morro Bay after its medicinal cannabis retail business permit application was unlawfully denied); City of Vista (Frank Zimmerman Collective is presently litigating against the City of Vista after its medicinal cannabis retail business license application was unlawfully denied); City of San Bernardino (EEL Holdings LLC is presently litigating against the City of San Bernardino after its cannabis retail business permit application was unlawfully denied); State of Missouri (EBC - Missouri, LLC, is presently engaged in administrative appeals and has litigated against the State of Missouri after its medicinal cannabis retail, manufacturing, and cultivation facility license applications were unlawfully denied); City of Long Beach (Ryan Burns Collective, Inc., 562 Discount Med, Inc., Alternative Therapeutic Solutions, Inc., Ryan Cameron Rayburn Collective, Inc., operate active, licensed cannabis retail businesses, and Casey Crow Collective and North Cord Holdings, LLC, are approved cannabis business license applicant (retail and cultivation / manufacturing, respectively) going through the City’s building permit process); City of Santa Ana (HNHPC, Inc., operates an active, licensed cannabis retail business); City of Stanton (RD Stanton LLC has submitted a cannabis retail screening application); City of Pasadena (WOW Health and Wellness, LLC, is presently litigating against the City of Pasadena after its cannabis retail screening application was unlawfully denied); and State of California (562 Discount Med, Inc, Alternative Therapeutic Solutions, Inc., Ryan Cameron Rayburn Collective, Inc., Casey Crow Collective, EEL Holdings, LLC, Ryan Burns Collective, HNHPC, Inc.) have active State commercial cannabis licenses issued by the Bureau of Cannabis Control, and EEL Holdings, LLC have active State commercial cannabis licenses issued by the State Department of Public Health. Owner Information I hereby certify, under penalty of perjury, on behalf of myself and all owners, managers and supervisors identified in this application that the statements and information furnished in this application and the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the facts, statements, and information presented are true and correct to the best of my knowledge and belief. I understand that a misrepresentation of fact is cause for rejection of this application, denial of the permit, or revocation of a permit issued. In addition, I understand that the filing of this application grants the City of Fresno permission to reproduce submitted materials for distribution to staff, Commission, Board and City Council Members, and other Agencies to process the application. Nothing in this consent, however, shall entitle any person to make use of the intellectual property in plans, exhibits, and photographs for any purpose unrelated to the City's consideration of this application. Furthermore, by submitting this application, I understand and agree that any business resulting from an approval shall be maintained and operated in accordance with requirements of the City of Fresno Municipal Code and State law. Under penalty of perjury, I hereby declare that the information contained in within and submitted with the application is true, complete, and accurate. Iunderstand that a misrepresentation of the facts is cause for rejection of this application, denial of a permit or revocation of an issued permit. A denial or revocation on these grounds shall not be appealable (FMC 9-3319(d)). Name and Digital Signature true Title Owner / Member & Manager Please note: the issuance of a permit will be determined based on the application you submit and any major changes to your business or proposal (i.e. ownership, location, etc.) after your application is submitted may result in a denial. All applications submitted are considered public documents for Public Records Act request purposes. For details about the information required as part of the application process, see the Application Procedures & Guidelines, City of Fresno Municipal Code Article 33 and any additional requirements to complete the application process. All documents can be found online via this link. For questions please contact the City Manager’s Office at 559.621.5555. Owner Name: EEL HOLDINGS LLC Owner Title: Owner/Member Owner Address: 6700 Pacific Coast Highway Suite 220 Owner City: Long Beach Owner State: CA Owner Zip: 90803 Has Owner Completed Background Check Application? Yes Ownership Percentage (%): 20 Owner Name: Elliot Lewis Owner Title: Owner / Member & Manager Owner Address: 6700 Pacific Coast Highway Suite 220 Owner City: Long Beach Owner State: CA Owner Zip: 90803 Has Owner Completed Background Check Application? Yes Ownership Percentage (%): 61 Owner Name: Blake Hogen Owner Title: Owner / Member & Chief Compliance Officer Owner Address: 6700 Pacific Coast Highway Suite 220 Owner City: Long Beach Owner State: CA Owner Zip: 90803 Has Owner Completed Background Check Application? Yes Ownership Percentage (%): 3 Owner Name: Timothy Lewis Owner Title: Owner / Member & Real Estate Development Officer Owner Address: 6700 Pacific Coast Highway Suite 220 Owner City: Long Beach Owner State: CA Owner Zip: 90803 Has Owner Completed Background Check Application? Yes Ownership Percentage (%): 10 Owner Name: Dr. Gregory Smith Owner Title: Owner / Member & Chief Medical Officer Owner Address: 6700 Pacific Coast Highway Suite 220 Owner City: Long Beach Owner State: CA Owner Zip: 90803 Has Owner Completed Background Check Application? Yes Ownership Percentage (%): 3 Owner Name: Violeta Aguilar-Wyrick Owner Title: Owner / Member & Community Liaison Owner Address: 6700 Pacific Coast Highway Suite 220 Owner City: Long Beach Owner State: CA Owner Zip: 90803 Has Owner Completed Background Check Application?Ownership Percentage (%): Yes 3 CATALYST - FRESNO LLC, D.B.A. CATALYST - HIGHWAY 99 ATTN: ELLIOT LEWIS, OWNER / MEMBER & MANAGER 6700 PACIFIC COAST HIGHWAY, STE. 220, LONG BEACH, CA 90803 PHONE: (562) 370-3780 | EMAIL: ELLIOT.LEWIS.CEO@SOUTHCORDHOLDINGS.COM Page 1 of 29 Business Plan for Catalyst - Fresno LLC, d.b.a. Catalyst - Highway 99 Introduction & Executive Summary Catalyst - Fresno LLC, d.b.a. Catalyst - Highway 99 (our “Company”), through its Owners / Members and officers has an unmatched track record of successful and timely development, establishment, and operation of cannabis businesses—in particular cannabis retail businesses— throughout the State of California and starting into the rest of the United States (“U.S.”). Our Company’s Owners / Members are a team of experienced professionals and stalwarts of the cannabis industry that include: (i) the owners and operators of one of the largest and most successful cannabis business portfolios in California and the U.S., (ii) one of the most experienced and knowledgeable directors of operational regulatory compliance in the entire cannabis industry, (iii) one of the most successful and established real estate professionals in the entire cannabis industry, (iv) a licensed and practicing medical doctor on the cutting edge of researching and developing verifiable medicinal and therapeutic uses of cannabis, and (v) an established community leader that has worked with SEIU 121RN, SEIU-UHW, Opportunity PAC, and the California Legislature that led the 2019 election campaign for the first Latina elected to the Riverside City Council. Through its Owners / Members and officers, our Company will bring the Catalyst brand to western Fresno (“Fresno” or the “City”) off of Highway 99 and operate an all- inclusive, elevated cannabis retail business that is custom-tailored and completely integrative and symbiotic with the local neighborhood. I. Catalyst is “Weed for the People” Catalyst - Highway 99’s motto and business model is “Weed for the People”. “Weed for the People” is all encompassing way of life for our business that reflects how our Company treats its customers, its employees, and the local community. For our customers, “Weed for the People” means that our Company will offer the best selection of cannabis and cannabis products at the best price in town. For our employees, “Weed for the People” means that our Company will operate under its Global Collective Bargain Agreement (“CBA”) with the United Food & Commercial Workers International Union (“UFCW”) (locally in Fresno with UFCW Local 8) and offer the cannabis industry’s best wages, employee relations, and benefits (specifically targeting residents of Fresno for employment positions) with employees actively engaged in the local community as firm believers in our “Weed for the People” business model. For the Fresno local community, “Weed for the People” means that our Company is fully engaged and integrated with its neighbors and neighboring businesses with a robust Social Policy & Local Enterprise Plan and Community Benefits & Investments Plan and a dedicated Community Liaison to provide educational services, conservational efforts, employment opportunities, financial donations to the community. Stated other ways, “Weed for the People” means that our Company (i) and its mission are much bigger than simply being a business motivated by a drive for profit to its owners and (ii) strives to be a Section 1 – Business Plan Page 2 of 29 source of good for all the People of Fresno with the idea being that our Company considers the City of Fresno and its local community to be a partner in our Company’s cannabis retail business. From those insights, our Company believes its operations will depend upon acquiring and retaining loyal customers from Fresno’s diverse population, while having the visibility and brand recognition to attract residents and the high number of tourists from the surrounding communities in the Central Valley—many of which presently do not permit cannabis retail businesses. From our Company’s perspective, one of the cornerstones of this community involvement includes partnering with local businesses and developing a specifically targeting community engagement program. On that note, with the slowdown of economic activity due to the spread of the COVID- 19 Virus, local businesses and communities have been devastated by the lack of consumer spending and the forced temporary closures of some businesses. As a cannabis retail business, our Company is designated as an essential business. As such, our Company believes this designation places us in a position where we have a responsibility to utilize our business to provide opportunities for great middle-class jobs, tax revenue, and community contributions to ensure Fresno is positioned for upward future growth. Taking this privileged position as an essential business when viewed through the lens of our “Weed for the People” business model provides a great deal of insight into who we are and what we represent as a Company. The Catalyst brand’s first introduction to the California cannabis market occurred through a of cannabis flower promotion to those customers out of work or out of business from the COVID-19 Pandemic. Catalyst’s promotion was inspired when our Owner / Member & Manager, Elliot Lewis, was driving through the streets of Long Beach earlier this year, and as noticed all the closed businesses, and he observed and asked himself, “wow . . . I am so lucky that my business gets to remain open . . . what can I do to help people feel better and still afford cannabis during these incredibly difficult times?” II. Company Organizational Chart for Catalyst - Fresno LLC Section 1 – Business Plan Page 3 of 29 Elliot Lewis, Owner / Member & Manager of Catalyst - Fresno LLC - Owner / Member & Manager of EEL Holdings LLC (C10- 0000376-LIC & CDPH-10003127), North Cord Holdings, LLC, Connected Morro Bay Blvd., LLC, EEL - Riverside County, LLC, F2-Palm Desert LLC, EEL - El Monte, LLC, EBC - Missouri, LLC, EEL - Los Angeles LLC, EEL - Pomona LLC, RD Stanton LLC, and Catalyst Hemet LLC - Community Liaison for Ryan Cameron Rayburn Collective, Inc. (C10-0000364-LIC) and Nibble This - El Monte, LLC - Owner of Ryan Burns Collective, Inc. (C10-0000101-LIC), 4158 Pico Holdings LLC, 512 Vernon Holdings LLC, and 11500 Vermont Holdings LLC - Owner & CEO of 562 Discount Med, Inc. (C10-0000227-LIC), Alternative Therapeutic Solutions, Inc. (C10-0000525-LIC), HnHPC, Inc. (C10-0000230-LIC), Casey Crow Collective (C10-0000694-LIC), BECC Holdings (transferred to new ownership in October 2019), and Frank Zimmerman Collective Owner / Member & Manager, Elliot Lewis, initially a successful real estate developer that has bought and sold upwards of 800 homes in excess of in value, has applied his investment and business acumen in the emerging cannabis industry. More specifically, he championed the legal cannabis movement in Long Beach, working with the Long Beach City Council to make effective cannabis policies. Onward from Long Beach, Elliot—often through his wholly owned licensee and investment vehicle Owner / Member, EEL Holdings LLC—has successfully established, or is in the process of successfully establishing, more commercial cannabis operations—in particular cannabis retail businesses—in California than any one single person in California. Elliot’s accomplishments in the cannabis industry include: • Owning and operating highly successful cannabis retail businesses in the affluent Belmont Shore neighborhood of Long Beach (C10-0000227-LIC), off Interstate 405 in Long Beach (C10-0000525-LIC), and off Route 55 in Santa Ana (C10-0000230-LIC), with a minority interest a 3rd location in Long Beach (C10-0000101-LIC); • Successful development of a cannabis campus in Bellflower with an active and successful cannabis retail business (C10-0000376-LIC) and a fully developed manufacturing facility (CDPH-10003127) and distribution facility (C11-0001218-LIC); • Overseeing the real estate purchase and managing the licensing application and development of another two now fully developed cannabis retail businesses in Long Beach (C10-0000694-LIC and C10-0000364-LIC), one under development in Thousand Palms, another near Palm Desert, and three in the City of Los Angeles; and Section 1 – Business Plan Page 4 of 29 • Serving as the Founder and CEO of Catalyst Cannabis Co.—the hottest emerging cannabis retail business brand in the California cannabis industry. CATALYST - BELMONT SHORE – Address: 5227 E. 2nd Street, Long Beach, CA 90803 – Open since: October 2017 – State License #: C10-0000227-LIC – 2019 annual revenue: – Projected 2020 revenue: CATALYST - CHERRY – Address: 3170 Cherry Avenue, Long Beach, CA 90807 – Open since: October 2018 – State License #: C10-0000525-LIC – 2019 annual revenue: – Projected 2020 revenue: CATALYST - SANTA ANA – Address: 2400 Pullman Street, Santa Ana, CA 92705 – Open since: April 2017 – State License #: C10-0000230-LIC – 2019 annual revenue: – Projected 2020 revenue: CATALYST - BELLFLOWER – Address: 9032 Artesia Boulevard, Bldg. B, Bellflower, CA 90706 – Open since: May 2019 – State License #: C10-0000376-LIC – 2019 annual revenue: – Projected 2020 revenue: CATALYST - EASTSIDE – Address: 2115 E. 10th Street, Long Beach, CA 90804 – Open since: June 2020 – State License #: C10-0000364-LIC – Projected 2020 revenue: Section 1 – Business Plan Page 5 of 29 Blake Hogen Owner / Member & Chief Compliance Officer of Catalyst - Fresno LLC - Director of Compliance for South Cord Management LLC Owner / Member & Chief Compliance Officer, Blake Hogen has provided consulting services to clients in the regulated commercial cannabis industry since 2018. In his tenure in the industry, Mr. Hogen has been seen as an accomplished advisor to multiple cannabis businesses in helping them navigate the multiple ins and outs of the complicated regulatory agencies at both the state and local level by offering clear solutions and strategies to overcome their obstacles. Mr. Hogen has worked with cannabis companies all across California in all aspects of the cannabis industry from various stages of the cannabis production—including meeting with cultivators to ensure proper controls of pesticides and other growing techniques—to consulting with manufacturers, distributors, and retailers on compliant operating procedures. As the Director of Compliance at South Cord Management LLC, Mr. Hogen uses his regulatory knowledge of the state licensing agencies to help ensure proper operating procedures are being followed at all times. Mr. Hogen has performed unannounced regulatory compliance audits of cultivation sites, manufacturing facilities, distribution centers, and cannabis retail businesses on a quarterly basis to review current procedures and advise on improvements as needed. Mr. Hogen also works with the local and State officials in various capacities, including but not limited to, getting clarity on operational procedures and getting assistance with permit application procedures. Additionally, Mr. Hogen collaborates with premier architects and commercial contractors to ensure cannabis retail businesses are built to meet safety codes, while maximizing the retail space to allow for a safe, efficient customer experiences. Mr. Hogen uses his previous marketing experience to advise cannabis business operators on ways to improve operational practices, such as implementing inventory controls that rely on data based metrics from the track-and-trace system and point-of-sale systems, reviewing marketing strategies, improving training procedures, and upgrading point-of-sale systems to meet the demands of the business. Prior to working in the cannabis industry, Mr. Hogen worked in the entertainment industry as a successful film marketer. Mr. Hogen worked on successful advertising campaigns for feature films such as Parker, Olympus Has Fallen, Insidious Chapter 2, Oldboy, That Awkward Moment, and Bad Words. He is originally from Reno, NV and is passionate about advocating for the legal cannabis movement and removing the stigmas so often associated with cannabis and cannabis culture. Mr. Hogen believes cannabis reform will help demystify the plant and allow for positive growth, eventually becoming a social norm. Section 1 – Business Plan Page 7 of 29 Timothy Lewis, Owner / Member & Real Estate Development Officer of Catalyst - Fresno LLC - Owner / Member & Real Estate Development Officer of EEL - Pomona LLC, EEL - Oxnard LLC, EEL - El Monte, LLC, and Nibble This - El Monte, LLC - Managing Member of TRL - Los Angeles LLC - Owner of 316 Florence Holdings LLC and 1539 Manchester Holdings LLC - Secretary of HNHPC, Inc. (C10-0000230-LIC) Owner / Member & Real Estate Development Officer, Timothy Lewis, is an accomplished real estate agent (CA DRE #01877026), and developer now applying his years of experience and skill in the cannabis industry. Using his unique ability to locate real estate, Timothy is the Managing Member of TRL - Los Angeles LLC, a minority partner in two social equity cannabis dispensaries in Los Angeles, 316 Florence Holdings LLC and 1539 Manchester Holdings LLC. EDUCATION Woodrow Wilson High School High School Diploma, 1998 University of California Santa Barbara, B.A. in Geography, 2003 Bond University (Australia) Masters in International Business & Management Graduate Qualification (MGQ), 2007 PROFESSIONAL EXPERIENCE 1. Real Estate Agent, Long Beach, CA 2010 – Present • Served as an agent in 1,000-plus commercial and residential real estate transactions 2. Member / Owner, Pacific Brim Holdings, LLC, Long Beach, CA 2016 – Present • Overseeing the acquisition, development, and management of commercial and residential real estate for investment purposes 3. Managing Member, TRL - Los Angeles LLC, Los Angeles, CA 2019 – Present • Overseeing the real estate acquisition and business development as a minority partner for social equity owned cannabis dispensaries with delivery in the City of Los Angeles 4. Secretary, HnHPC, Inc., d.b.a., Connected Santa Ana, 2400 Pullman Street, Santa Ana, CA 92705 (C10-0000230-LIC) 2019 – Present • Managing corporate governance for an active dispensary in the City of Santa Ana Section 1 – Business Plan Page 9 of 29 Violeta Aguilar-Wyrick, MPP, Owner / Member & Community Liaison of Catalyst - Fresno LLC - Owner / Member & Community Liaison of EEL - Oxnard LLC, EEL - El Monte, LLC, RD Stanton LLC, and Catalyst Hemet LLC Owner / Member & Community Liaison, Violeta Aguilar- Wyrick, MPP, is a political and public relations professional with local, State, and national experience. In 2019, she recently started her own public affairs firm, Xara Public Affairs, LLC, in her hometown of Riverside. During the 2019 general election, Ms. Aguilar-Wyrick successfully led Gaby Plascencia’s City Council campaign in the City of Riverside to victory, breaking barriers as Councilmember Plascencia is now the first Latina to serve on the Riverside City Council. Prior to her Riverside City Council campaign victory, Ms. Aguilar-Wyrick work and clients have included SEIU 121RN, SEIU-UHW, Opportunity PAC, and the California Legislature. Ms. Aguilar-Wyrick works on developing political, legislative, and new business development strategies throughout Southern California, and her work has resulted in over $50 million in contract victories. SELECTED PROFESSIONAL EXPERIENCE 1. Principal Consultant, Xara Public Affairs, LLC, Statewide, CA 2019 – Present • Manage political affairs, public policy and governmental relations on behalf of elected officials, advocacy organizations and corporate clients 2. Regional Organizing Director, Elizabeth Warren for President, Inland Empire, CA 2019 – 2020 3. Collective Bargaining Director, Service Employees International Union Local 121 RN, Pasadena, CA 2016 – 2019 • Provided leadership and direction for the newly created Collective Bargaining Department in order to maximize contract negotiation campaigns and to mobilize SEIU121RN members 4. Field Representative, California State Senate, Office of State Senator Richard D. Roth, Riverside, CA 2012 – 2016 • Served as liaison between Senator Roth’ s office and local, state and federal officials as well as business, and community leaders and constituents in the 31st Senate District AWARDS & HONORS 2017 Assembly Member Jose Medina Woman of Distinction Award 2016 Riverside County NAACP Salute to Labor-Foot Soldier Award 2015 UCR School of Public Policy Abraham “Manny” Rice Scholar 2014 Riverside County Mexican American Historical Society “Roots of Our Family” Honoree Section 1 – Business Plan Page 11 of 29 Gregory A. Smith, M.D., QME, Owner / Member & Chief Medical Officer of Catalyst - Fresno LLC - Owner / Member & Chief Medical Officer of EBC - Missouri, LLC, EEL - Pomona LLC, EEL - Oxnard LLC, EEL - El Monte, LLC, Nibble This - El Monte LLC, and RD Stanton LLC - Owner / Member, Impartial Manager, & Clinic Consulting Manager of WOW Health & Wellness, LLC Owner / Member & Medical Officer, Gregory A. Smith, M.D. (Physician’s and Surgeon’s Certificate No. A 50680), QME, is on the cutting-edge of numerous proven therapeutic uses of cannabis, particularly opioid replacement and addiction management. From 1992 to 1995, Dr. Smith was the Director of Pain Management at Harbor UCLA and Assistant Clinical Professor at UCLA. He then formed the Comprehensive Pain Relief Group, Inc. in 2001 and GS Medical Center Inc. in 2004, for which he served as both President and Medical Director and through which he began operating his current medical practice in the City of Fresno. In 2005, Smith created the Nutritional, Emotional, Social, and Physical Program to combat addiction and chronic pain. Currently, he is the President and CEO of Red Pill Medical, Inc., a health and wellness company developing medical-grade cannabinoid-based over the counter supplements. Beyond his cutting-edge practice, in 2012, Dr. Smith formed Pain MD Productions, Inc., through which he executive produced and co-wrote the feature films American Addict (2012) and The Big Lie: American Addict 2 (2016). American Addict examines how the U.S. comprises 5% of the world’s population but consumes 80% of its pharmaceutical narcotics. A new film American Weed is in production with Dr. Smith as a producer. EDUCATION 1988 Washington University School of Medicine – St. Louis, Missouri 1984 Indiana University – Bloomington, Indiana B.S. in Biology and Chemistry (double degree) POST-DOCTORAL TRAINING 1991 – 1992 Chief Resident State University of New York Health Science Center – Brooklyn, New York Department of Anesthesiology 1989 – 1991 Resident State University of New York Health Science Center – Brooklyn, New York 1988 – 1989 Internship Washington University St. Luke’s Hospital – St. Louis, Missouri Section 1 – Business Plan Page 12 of 29 ACADEMIC APPOINTMENTS AND POSITIONS HELD 1995 – Present Private Practice Pain Management; Addiction Medicine – Los Angeles, California 1992 – 1995 Director, Pain Medicine Harbor-UCLA – Torrance, California 1992 – 1995 Assistant Clinical Professor of Anesthesiology Department of Anesthesiology Harbor-UCLA and UCLA 1992 – 1995 Director, Pain Clinic Medical Foundation MEMBERSHIPS AND SOCIETIES • American Society of Anesthesiologists • California Society of Anesthesiologists • American Medical Association • American Pain Society • American Society of Regional • Anesthesia National Medical Association • Research and Education Institute • Partners Against Pain ADMINISTRATIVE ACTIVITIES • Chairman, Interdisciplinary Pain Committee - Harbor-UCLA • Resident Education Committee • Resident Evaluation Committee • Morbidity and Mortality Committee • Treatment of the Dying Patient Task Force • Physician Competency Committee SELECTED AWARDS & HONORS 2015 CCHR Humanitarian Award 2005 Consumer’s Research Council of America Top Pain Medicine Physician 2003 National Leadership Award Physician’s Advisory Board 1993–94 Outstanding Attending Teacher of the Year Award (Golden Blade Award) 1991 Chief Resident in Anesthesiology Award 1989 Intern of the Year Award 1985 & 86 National Medical Fellowship JOURNAL PUBLICATIONS The Framework and Limits of the Genetic Information Non-Discrimination Act (G.I.N.A.) in Industrial and Occupational Medicine. Personalized Medicine in Occupational Health, 2015 Phantom Limb Pain. Progress in Anesthesiology. October 1995. Pain in Hospitalized Patients with AIDS: Analgesic and Psychotropic Medications. The Clinical Journal of Pain. 1994; 10:156-161. The Anesthetic Implications of a Patient with Ulcerative Colitis on Total Parenteral Nutrition. NYSSA Journal. 1992; 32-37. The Prevalence and Management of Pain in Patients with AIDS, A Follow Up Study. Clinical Journal of Pain. S; 1989:246-248. Section 1 – Business Plan Page 13 of 29 III. Operating Budget & Pro Forma for Catalyst - Fresno LLC Section 1 – Business Plan Page 22 of 29 III.D Proof of Capitalization for Catalyst - Fresno LLC IV. Cannabis Retail Business Operations Our Company will establish and operate cannabis retail business at 2250 N. Weber Avenue (the “dispensary”), pursuant to a Commercial Cannabis Business Permit issued by the City. At a high- level, the Company will conduct the following activities as part of its dispensary operation: (i) Our Company will purchase, from licensed distributors, finished cannabis and cannabis products (“cannabis products”) that have undergone the quality assurance, inspection, and testing procedures contained in Section 26110 of the California Business and Professions Code (the “B&P Code”) and (ii) our Company will offer cannabis products for retail sale to customers and patients (“customers”) at the dispensary and via delivery vehicles from the dispensary. IV.A Day-to-Day Operations 1. Following security check-in, transportation vehicles of licensed distributors approach rear of the dispensary and then distribution personnel enter Vendor Entry, and our Company's employees offload cannabis and cannabis products. 2. The Company’s employees transfer cannabis and cannabis products from the Vendor Entry to Intake / Order Processing / Prep, and after verifying that cannabis and cannabis products have (i) passed the quality assurance and inspection procedures contained in Section 26110 of the B&P Code, (ii) been issued a certificate of analysis pursuant to Section 26110 of the B&P Code, and (iii) all applicable METRC tags and matches the cannabis products in the Section 1 – Business Plan Page 23 of 29 METRC system, our Company’s employees transfer the cannabis products into their METRC packages and physically from Intake / Order Processing / Prep to Secure Storage. 3. Prior to staging and display for final sale, our Company’s employees transfer cannabis products from Secure Storage to Intake / Order Processing / Prep for barcoding, and then our Company’s employees transfer properly tagged cannabis products staged and entered into our point-of-sale system from Intake / Order Processing / Prep (i) to Vendor Entry for loading into delivery vehicles by the Company’s delivery drivers for retail sale to customers via delivery vehicles or (ii) to Product Point-of-Sale Stations for purchase by customers via the Retail-Buy Room. 4. Customers enter the dispensary via the Lobby where employees and security scan their government issued identification and verify medical recommendations for patients to ensure they are allowed to purchase cannabis products. 5. Validated customers enter the Retail-Buy Room via a limited access door and (i) interact with the employees, (ii) observe securely displayed cannabis and cannabis products, and (iii) have limited and/or supervised interaction (touching, smelling, etc.) with securely displayed cannabis products; validated customers purchase and take possession of processed orders of cannabis products at the Product Point-of-Sale Stations. After finishing their business purpose for visiting the dispensary, customers are securely allowed to exit the dispensary by our Company’s employees. Section 1 – Business Plan Page 25 of 29 IV.C Hours of Operation & Closing Procedures Our Company shall operate the dispensary Monday through Sunday (seven days a week) pursuant to the following daily schedule: (i) Morning-shift employees and security disarm the alarm and open the dispensary for non-public operations at 9:00 a.m.; (ii) from 9:00 a.m. to 10:00 a.m., morning-shift employees stage cannabis products for display and ultimate retail sale to customers; (iii) morning-shift employees open the dispensary for public operations at 10:00 a.m.; (iv) from 10:00 a.m. to 10:00 p.m., the dispensary is open to the public and customers may engage in the retail purchase of cannabis products; (v) evening-shift employees close the dispensary for public operations at 10:00 p.m.; (vi) from 10:00 p.m. to 11:00 p.m., evening-shift employees return unsold cannabis and cannabis products back to overnight secured storage; and (vii) evening-shift employees close the dispensary and arm the burglar alarm at 11:00 p.m. An overnight camera monitoring service observes to ensure no one enters or comes near the dispensary until the following day at 9:00 a.m. Any time the dispensary is not open for operations, our Company shall ensure the following: (i) the dispensary will be securely locked with commercial-grade, non-residential door locks; (ii) the dispensary’s alarm system shall be active and an overnight security monitoring service will watch to ensure no one attempts to get close or enter the dispensary; (iii) all cannabis products shall be stored in a locked safe or vault; and (iv) only authorized employees and contractors shall be allowed to enter the dispensary. IV.D Cash Handling & Opening Procedures Many customer transactions at our Company’s dispensary will be conducted in cash. As a result, our Company has developed special procedures. Our Company will have all cash in locked fire and waterproof safes inside a secure vault accessible only with a key code. The cash safes will be monitored 24/7 with a camera and our alarm monitoring service. Prior to opening our dispensary for business each day, our onsite manager who has access to the vault room and safe and a witness will remove the cash left in vault and count out the cash and sign off on a receipt with date, time amount, and name and signature of person leaving the cash in vault. This same procedure will be repeated every day at closing. Every two hours, the onsite manager will pull cash from all the registers and above procedure will take place with receipt before placing the cash in the vault room and safe. Employees will be instructed to place all large currency bills under the top drawer and to have the onsite manager remove the funds prior to every two hours if their register count is higher than . Cash is not to be accepted or disbursed by employees unless that employee has been authorized by the onsite manager to handle cash for a specified purpose. When an employee receives cash, it is to be deposited promptly as authorized. Any employee that handles cash is responsible for that cash. Retention of cash received from outside sources for use as petty cash or for making change is prohibited. Use of cash funds or cash receipts for cashing checks is prohibited. Access to cash shall be limited and all funds shall be kept secure at all times. Cash receipts / handling operations are subject to management review. In all instances, one person will check the work performed by another. All cash receipts must be completely and accurately recorded in the financial records of the dispensary. Appropriate separation of duties shall be employed in all cash operations/handling functions. All cash receipts shall be deposited daily. Employees shall count all cash drawers and safe transfers Section 1 – Business Plan Page 26 of 29 in a location in the dispensary that is not accessible by customers. Employees shall not count or reconcile cash drawers while standing at the cash register during business hours. All change funds and cash register drawers shall be kept in a locked safe when not in use. Deposits bags shall be stored in a separate, locked section of the safe. Only the onsite manager shall have access to the safe combination and the safe room. Our Company will attempt to contract with a local financial institution for arrangements to be made for armored car cash pickups daily for same financial institution. In the event that our Company is unable to procure financial institution-based armored car services, our Company has identified The Night Drop Retrieval System for aiding the safe transportation and depositing of cash. In addition to the above, whenever possible our Company will evaluate and develop cashless business solutions. IV.E Receiving Deliveries & Product Handling Procedures Our Company shall prearrange the receipt and transportation of cannabis and cannabis products, and preauthorized transportation personnel shall schedule time to arrive at the dispensary. Prior to receiving or transporting cannabis and cannabis products, the Company shall request a complete electronic shipping manifest which shall contain the following information to provide a clear chain of custody to include and shall make it available upon request to the State or the City: (i) Our Company’s name and license number; (ii) the distributor’s name and license number; (iii) the names of authorized transportation vehicle drivers; (iv) a list of all cannabis products, including a description of the quantity transported; (v) the METRC UID of the cannabis products; (vi) the time and location of departure; (vii) the time and location of expected arrival; (viii) the make, model, and license plate number of the transportation vehicle; and (ix) any other information required by the State or City. Upon arrival at the dispensary, the transportation personnel shall check-in with a security guard, and the security guard will inform the onsite manager. The onsite manager will then allow the transportation personnel to enter the dispensary and provide the licensed distributor’s personnel a visitor badge and have them sign into a visitor log. Once signed in, security personnel escort the distributor’s vehicle to the limited access Vendor Entry for our Company’s employees to help offload cannabis products. Our Company’s employees then transfer the cannabis products from Vendor Entry to Intake / Order Processing / Prep for review. After verifying that (a) the cannabis products have (i) passed the quality assurance and inspection procedures contained in Section 26110 of the B&P Code, (ii) been issued a certificate of analysis pursuant to Section 26110 of the B&P Code, and (iii) all applicable METRC tags and (b) the shipping manifest that has all the information pursuant to Section 5049 of the BCC Regulations, our Company’s employees then verify the manifest also matches the cannabis products in the State’s online METRC system so that our Company can transfer the cannabis products into our Company’s METRC packages. Our Company then pays the distributor for excise tax and any money owed before physically moving the cannabis products from Intake / Order Processing / Prep to Secure Storage. Upon receipt of a shipment of cannabis products, the Company shall create a record verifying receipt of the shipment and the details of the shipment. After accepting cannabis products from a licensed distributor, our Company shall enter the following information into our internal point-of- sale tracking system: (i) The name and license number of the State licensed distributor providing the cannabis products; (ii) the name and employee number of the person entering the cannabis Section 1 – Business Plan Page 27 of 29 products into our Company’s internal point-of-sale tracking system; (iii) the best-by, sell-by, or expiration date of the cannabis products; (iv) the date of receipt of the cannabis products; (v) the METRC UID; (vi) the quantity, product name, and individual price, and applicable tax amounts; (vii) laboratory-test results; and (viii) any other information required elsewhere by the City or State. All records collected by our Company related to the receipt and acceptance of cannabis products shall be maintained for a minimum of seven (7) years and shall be made available by our Company to the officers, employees, or agents of the State or the City upon request. IV.F Inventory Control Procedures & Track-and-Trace Systems Our Company shall create and maintain an active account within METRC, the State’s track and trace system prior to buying or selling any cannabis products. Our Company’s onsite manager shall serve as our Company’s designated track and trace administrator. Our Company will utilize TREEZ for its Point-of-Sale and inventory tracking system. Our Company will ensure that following policies are put into place in regards to allowing access to METRC and TREEZ. Our Company’s designated track and trace administrator will authorize additional representatives to obtain administrator accounts for both METRC and TREEZ (“track and trace systems”). Each authorized representative who is authorized to access the track and trace systems on behalf of our Company, shall obtain his or her own unique track and trace systems administrator log-on and password. Authorized representatives of our Company shall only log into the track and trace systems and submit information to the track and trace systems using a log-on that has been assigned to that representative. Our Company will maintain a complete and accurate list of all track and trace systems administrators and shall ensure that only authorized individuals are able to access the track and trace systems on behalf of our Company. Our Company shall accurately record all transactions involving the purchase, sale, physical movement, or destruction of cannabis and cannabis products in the track and trace system. Upon the retail sale of cannabis and cannabis products to a customer or patient, our Company shall collect the following information into TREEZ: (i) The name of our Company employee who processed the sale; (ii) the name or identification number of the customer who made the purchase; (iii) the date and time of the transaction; (iv) a list of all of the cannabis and cannabis products, including a description of the quantity purchased by weight and count; (v) the METRC Unique Identifier associated with the cannabis and cannabis products; (vi) any other information required by the State or City. Our Company will maintain an accurate record of its inventory and provide the City or the State with the record of inventory containing the following information for all cannabis products our Company has in its inventory: (i) A description of each item such that the cannabis and cannabis products can easily be identified; (ii) an accurate measurement of the quantity by weight and count of the item; (iii) the date and time the cannabis products were received by our Company; (vi) the sell-by or expiration date provided on the package of finished cannabis products; (v) the name and license number of the distributor that transported the cannabis products to our Company; (vi) the price paid for the cannabis products, including taxes, transportation costs, and any other costs; (vii) the gross sales by weight or count depending on the particular cannabis product. Our Company will provide a unique user login for TREEZ to the City to access our inventory at any time in real-time. Further, our Company can provide historical data using TREEZ’s reports functions that are able to access all sales that can be either printed or provided via .CSV or PDF Section 1 – Business Plan Page 28 of 29 file depending on the preference of the City. The City can readily track our Company’s cannabis inventory via TREEZ by the following categories: (i) Licensed distributor name, (ii) product type (flower, concentrate, edibles, tinctures, etc.), (iii) price, (iv) area where cannabis product is in dispensary (retail floor, vault, delivery vehicle), (v) date of entry into system, (vi) product name, weight, and count. Our Company will keep and maintain all inventory and sales data on file for at least seven (7) years. To verify that our Company’s physical inventory matches our Company’s records pertaining to inventory, our Company shall perform a reconciliation of its inventory at least once every 14 days. The results of inventory reconciliation shall be retained in our Company’s records and shall be made available to the City and the State upon request. If a significant discrepancy is discovered between our Company’s physical inventory and our Company’s inventory records, our Company shall notify the City and the State pursuant to our Regulatory Compliance Program. III.G Customer Check-In Procedures Our Company will require that all customers and qualified patients (and the latter’s primary caregivers) caregivers who wish to obtain cannabis goods must present one of the following types of identification (“ID”) upon arrival at the dispensary: (i) A document issued by a federal, state, county, or municipal government, or a political subdivision or agency thereof, including, but not limited to, a valid motor vehicle operator's license, that contains the name, date of birth, height, gender, and photo of the person; (ii) a valid identification card issued to a member of the Armed Forces that includes the person’s name, date of birth, and photo; or (iii) a valid passport issued by the United States or by a foreign government. The receptionist will run a customer’s ID through a certified ID scanner to confirm it is valid and the customer is the required age to enter the dispensary. All non-medicinal cannabis customers must possess a valid form of ID showing they are 21 years old or over; medicinal customers must possess a current and valid form of ID showing they are 18 years old or over with a valid medical recommendation or medical cannabis identification card. If the ID scanner clears the ID, but the receptionists still suspects that the ID is fraudulent, the receptionist will confirm with security the validity of the ID and do an online search (e.g., Google, Facebook, Instagram, Twitter, etc.) of the customer or cardholder’s name to see if the search shows that they are underage. Employees will go through these protocols to verify medical recommendations: (i) Only the original Medical Recommendation will be acceptable (no copies), which should have an embossed seal and/or authenticity mark; (ii) verify the Medical Recommendation directly with the issuing physician or a reputable online service; and (iii) only accept Medical Recommendations from licensed California physicians. Our Company shall have the Retail-Buy Room entrances locked at all times. All customers shall be “buzzed-in” by electronic entry to ensure limited and controlled access from the Lobby to the Retail-Buy Room. There will be a large lobby space to accompany people waiting to get into the Retail-Buy Room. Our Company follows a strict policy of no more than three (3) customers allowed on the Retail- Buy Room per one (1) employee. III.H Product Line & Customers Our Company expects to have sell a wide variety of cannabis and cannabis products including: cannabis flower, cannabis pre-rolls, infused pre-polls, vape cartridges, concentrates, edibles, tinctures, topicals, and capsules. The expected volume of sales of flower versus manufactured Section 1 – Business Plan Page 29 of 29 products is about a 50-50 ratio based on our Company’s Owners / Members previous experience operating cannabis retail businesses. The Company's dispensary will have seven point-of-sale locations and anticipates that about 15 to 30 customers will be served per hour and 175 to 300 customers served per day on a typical business day. During particularly busy days such as the unofficial cannabis holiday, 4-20, our dispensary could serve up to 50 patients per hour and 500 customers per day. III.I Delivery Service Procedures Our Company shall operate out of our dispensary initially consisting of one delivery vehicle. During deliveries, the Company’s drivers shall carry the following kept in the secured vehicle at all times: (i) A copy of our Company’s permits, licenses, and approvals; (ii) the driver’s California Driver’s License; and (iii) the driver’s laminated identification badge issued by the Company. Our Company’s drivers shall also maintain a copy of the delivery request, which shall comply with State and City law regarding the protection of confidential medical information. Our Company may only deliver cannabis and cannabis products to a physical address in the State; but shall not deliver cannabis products to a physical address located on publicly owned land or any address on land or in a building leased by a public agency. Our Company’s delivery vehicles shall be (i) insured at or above the legal requirement for the State; (ii) capable of securing (locking) finished cannabis and cannabis products during delivery; and (iii) temperature controlled for the storage of cannabis products during delivery. Further, our Company shall equip its delivery vehicles with web-based closed-circuit video monitoring equipment meeting the requirements of the Company’s Security Plan and incorporated into the Company’s video surveillance system. The Company shall equip its delivery vehicles with an active vehicle alarm system and all doors and windows shall be locked when unoccupied. Our Company’s delivery vehicle drivers shall ensure that cannabis and cannabis products are not visible to the public from the exterior of the delivery vehicle, and our Company’s delivery vehicles shall not display advertising or symbols visible from the exterior of the delivery vehicle that suggest the driver or delivery vehicle is used for the delivery of cannabis products. During delivery, cannabis products shall be locked in a fully enclosed box, container, or cage that is secured on the inside of the vehicle, includes the trunk. However, no portion of the enclosed box, container, or cage shall be comprised of any part of the body of the vehicle or trailer. In processing delivery orders, our Company will request customers email our Company a copy of their government issued ID and in the case of a qualified patient or primary caregiver, a copy of their medical recommendation or primary caregiver registration card, prior to requesting a delivery. Our Company will first verify the medical recommendations and primary caregiver registration card directly with the issuing physician or a reputable online service and only accept medical recommendation from licensed California physicians. When the delivery driver arrives, they will use a certified ID scanner to verify the ID as well as verify the customer matches the ID that was sent via email. For qualified patients and primary caregivers, the driver will request the original medical recommendation and primary caregiver cards for the particular qualified patient to verify it matches what was sent via email. Once the delivery driver returns to the dispensary, the delivery driver gives the dispensary employee who prepared the order, the signed record receipts and that dispensary employee closes out the sale in TREEZ to verify the delivery occurred. The dispensary employee will then put the payment received into the cash register and put the signed receipt along with the final TREEZ receipt to be scanned and saved digitally. CATALYST - FRESNO LLC, D.B.A. CATALYST - HIGHWAY 99 ATTN: ELLIOT LEWIS, OWNER / MEMBER & MANAGER 6700 PACIFIC COAST HIGHWAY, STE. 220, LONG BEACH, CA 90803 PHONE: (562) 370-3780 | EMAIL: ELLIOT.LEWIS.CEO@SOUTHCORDHOLDINGS.COM Page 1 of 21 Social Policy & Local Enterprise Plan for Catalyst - Fresno LLC, d.b.a. Catalyst - Highway 99 Introduction & Executive Summary Catalyst - Fresno LLC, d.b.a. Catalyst - Highway 99 (our “Company”), through its Owners / Members and officers has an unmatched track record of successful and timely development, establishment, and operation of cannabis businesses—in particular cannabis retail businesses— throughout the State of California, and starting into the rest of the United States (“U.S.”). Our Company’s Owners / Members are a team of experienced professionals and stalwarts of the cannabis industry that include: (i) the owners and operators of one of the largest and most successful cannabis business portfolios in California and the U.S., (ii) one of the most experienced and knowledgeable directors of operational regulatory compliance in the entire cannabis industry, (iii) one of the most successful and established real estate professionals in the entire cannabis industry, (iv) a licensed and practicing medical doctor on the cutting edge of researching and developing verifiable medicinal and therapeutic uses of cannabis, and (v) an established community leader that has worked with SEIU 121RN, SEIU-UHW, Opportunity PAC, and the California Legislature that led the 2019 election campaign for the first Latina elected to the Riverside City Council. Through its Owners / Members and officers, our Company will bring the Catalyst brand to western Fresno (“Fresno” or the “City”) off of Highway 99 and operate an all- inclusive, elevated cannabis retail business that is custom-tailored and completely integrative and symbiotic with the local neighborhood. I. Catalyst is “Weed for the People” Catalyst - Highway 99’s motto and business model is “Weed for the People”. “Weed for the People” is all encompassing way of life for our business that reflects how our Company treats its customers, its employees, and the local community. For our customers, “Weed for the People” means that our Company will offer the best selection of cannabis and cannabis products at the best price in town. For our employees, “Weed for the People” means that our Company will operate under its Global Collective Bargain Agreement (“CBA”) with the United Food & Commercial Workers International Union (“UFCW”) (locally in Fresno with UFCW Local 8) and offer the cannabis industry’s best wages, employee relations, and benefits (specifically targeting residents of Fresno for employment positions) with employees actively engaged in the local community as firm believers in our “Weed for the People” business model. For the Fresno local community, “Weed for the People” means that our Company is fully engaged and integrated with its neighbors and neighboring businesses with a robust Social Policy & Local Enterprise Plan and Community Benefits & Investments Plan and a dedicated Community Liaison to provide educational services, conservational efforts, employment opportunities, financial donations to the community. Stated other ways, “Weed for the People” means that our Company (i) and its mission are much bigger Section 2 – Social Policy & Local Enterprise Plan Page 2 of 21 than simply being a business motivated by a drive for profit to its owners and (ii) strives to be a source of good for all the People of Fresno with the idea being that our Company considers the City of Fresno and its local community to be a partner in our Company’s cannabis retail business. From those insights, our Company believes its operations will depend upon acquiring and retaining loyal customers from Fresno’s diverse population, while having the visibility and brand recognition to attract residents and the high number of tourists from the surrounding communities in the Central Valley—many of which presently do not permit cannabis retail businesses. From our Company’s perspective, one of the cornerstones of this community involvement includes partnering with local businesses and developing a specifically targeting community engagement program. On that note, with the slowdown of economic activity due to the spread of the COVID- 19 Virus, local businesses and communities have been devastated by the lack of consumer spending and the forced temporary closures of some businesses. As a cannabis retail business, our Company is designated as an essential business. As such, our Company believes this designation places us in a position where we have a responsibility to utilize our business to provide opportunities for great middle-class jobs, tax revenue, and community contributions to ensure Fresno is positioned for upward future growth. Taking this privileged position as an essential business when viewed through the lens of our “Weed for the People” business model provides a great deal of insight into who we are and what we represent as a Company. The Catalyst brand’s first introduction to the California cannabis market occurred through a of cannabis flower promotion to those customers out of work or out of business from the COVID-19 Pandemic. Catalyst’s promotion was inspired when our Owner / Member & Manager, Elliot Lewis, was driving through the streets of Long Beach earlier this year, and as noticed all the closed businesses, and he observed and asked himself, “wow . . . I am so lucky that my business gets to remain open . . . what can I do to help people feel better and still afford cannabis during these incredibly difficult times?” I.A “Weed for the People” – Social Policies & Local Enterprise Consistent with our “Weed for the People” motto and business model, our Company has set forth a Social Policies & Local Enterprise Plan that we are confident will meet and exceed the requirements set forth by City. On that note, we consider the employees to be our most valuable resources and the local community to be our most important stakeholder. As such, our Company will offer employee training and continuing education to ensure our staff is knowledgeable about customer service, as well as trends and information on the cannabis products we carry. It is our intention to have a locally diverse, well-educated, and knowledgeable staff from social equity backgrounds. Training shall include topics such as, but not limited to: (i) Applicable local and State rules and regulations; (ii) safe handling of cannabis and cannabis products, including an overview of common industry hazards, current health and safety standards, and cannabis retail business best practices; (iii) guidelines provided by the City and State, (iv) METRC, the State’s track and trace system; (v) proper use of security measures and controls adopted to prevent diversion, theft, or loss of cannabis products; (vi) legal requirements for remaining compliant as a licensed employee; regulatory inspection preparedness; (vii) law enforcement interaction; (viii) diversity, including gender identity, racial equity, and inclusivity; and (ix) HR policies. Our Company is an equal opportunity employer, looking to invest in the local community. We will Section 2 – Social Policy & Local Enterprise Plan Page 3 of 21 have a Company policy preference to hire local employees and those from social equity backgrounds, and we will pay our all employees a “living wage”. I.B “Weed for the People” – Community Reinvestment Consistent with our “Weed for the People” motto and business model and in support on the Social Policies & Local Enterprise Plan articulated below, our Company will commit via a Community Benefits Agreement to donate the equivalent of 3% of “gross receipts” to local community organizations / nonprofits in Fresno and/or the Fresno Community Reinvestment Fund with the specific allocation of funds to be determined by our Company working with the City and local community organizations / nonprofits in Fresno—over and above any cannabis business taxes! II. Workforce Plan – Employee Commitments II.A Living Wage Our Company is committed to providing a living wage to employees and will ensure our wages are in compliance with the current minimum wage as adopted by the State. Our Company uses the following benchmark for the definition of “living wage”: 200% of the Federal Poverty Level for a family of two. The current Federal Poverty Level for a family of two is . Using these benchmarks (which are just the bare minimum), our Company’s definition of “living wage” is at least per year for full-time employees and (ii) per hour for part-time employees and independent contractors. This is above the current minimum wage as adopted by the State of per hour. Our Company shall conduct semi-annual performance reviews to ensure employees are meeting satisfactory work standards, and we shall use this opportunity to administer raises. Our Company utilizes a system of formal performance evaluations as a necessary management tool to ensure satisfactory performance is maintained at all times and to aid in decisions regarding promotions, compensation, training, and disciplinary action. Employees will be given an opportunity to provide feedback on their work performance as well. Our Company believes having open communication is paramount to our success. The appraisal system is designed to focus on the job performance of the individual as it relates to the individual’s job description, to assess progress, set goals, and identify improvements needed. The performance evaluation process enhances teamwork and promotes open, ongoing communication. Section 2 – Social Policy & Local Enterprise Plan Page 4 of 21 II.B Employee Education Assistance Our Company will reasonably accommodate and assist any employee who wants to attend conferences, classes, or educational workshops, in particular educational workshops held by our Company, which will allow them to become more knowledgeable and, therefore, better employees. We strongly encourage educational programs, which highlight safety and security in cannabis to ensure the Company can provide the best experience for our customers. Our Company will pay any fees associated with any conferences, classes, or educational workshops that employees wish to attend in order to allow them these opportunities of continuing education. Our Company will be a leader in educating its staff and thereby its customers about the different strains of cannabis current availability, methods of ingestion and the effects of each strain. We will coordinate with medical professionals knowledgeable regarding cannabis and cannabinoid therapies to curate ongoing staff and educational materials. By employing this strategy our staff will have the tools to provide customers and patients with the most up-to-date information about cannabis and the growing list of aliments it can benefit and the effects on the body and mind. More and still and pursuant to our Company’s committed partnership with public / community service organizations, our Company’s CBA with UFCW includes a provision that permits the UFCW to pull any of our Company’s employees into UFCW’s SPUR (“Special Project Union Representative”) Program on a temporary basis without any adverse employment consequences with our Company. UFCW’s SPUR Program develops leadership and organizing skills for UFCW members passionate to help their union grow. Currently an employee of one of Owner / Member, Elliot Lewis’s existing cannabis retail businesses is enrolled in the SPUR Program, and not only has the employee not experienced any adverse employment consequences, the employee has participated as an integral member of Catalyst Cannabis Co.’s Labor Management Committee with UFCW Local 324. Section 2 – Social Policy & Local Enterprise Plan Page 5 of 21 II.C Overtime Non-exempt employees will be paid overtime (one and one-half times the regular rate of pay) for all hours worked over eight in one workday, over 40 in one work week, and for the first eight hours of work performed on the seventh consecutive workday in one work week, without regard to the total number of hours worked in the previous six days. Overtime is paid at the rate of double the regular rate of pay for every hour worked after the completion of eight hours worked on the 7th consecutive workday in any workweek. In addition, overtime is paid at the rate of two times the regular rate of pay for every hour worked after the completion of 12 hours worked in one workday. II.D Rest & Meal Periods Non-exempt employees who work shifts over five hours in length are required to take an unpaid 30-minute meal period, to be taken before the end of the 5th work hour. Non-exempt employees who work in excess of 10 hours in a day are entitled to a 2nd, 30-minute meal period, to be taken before the end of the tenth hour. Meal periods should not be taken at the employee’s work area. II.E Personal Leave of Absence Unpaid personal leave of absence may be granted, upon request, to regular full-time employees for important pressing personal needs subject to the following provisions: unpaid personal leave may only be requested once all other appropriate leave balances have been exhausted. Our Company will attempt to hold an employee’s position open for the period of unpaid personal leave if such leave is six weeks or less. If leave is greater than six weeks, the employee, if qualified, will be entitled to the first reemployment opportunity available over the next six months. Employee health benefits will be continued in the same manner as received prior to the leave, if the leave is for six weeks or less, but the employee will be expected to remit payment for the employee's portion of the health insurance premium prior to departing for unpaid personal leave, and in an amount equivalent to the expected period of absence. If an employee requests leave which will extend beyond the 6-week period, he/she will be advised of his / her COBRA rights. II.F Vacation Vacation accrual begins after completing the 90-day orientation period per the schedule below: Years of Service Hours per year Hours accrual rate 0-4 years 80 .058 5+ 120 .061 II.G Sick Leave All employees part-time, full-time, and temporary employees will receive sick leave as follows: (i) Lump Sum Method: Our Company will provide eligible employees with five days or 40 hours of paid sick time on their first day of employment with our Company that will be bank each year on the employee’s anniversary date; (ii) Accrual Method: Employees will accrue one hour of Section 2 – Social Policy & Local Enterprise Plan Page 6 of 21 paid sick leave for every 30 hours worked. II.H Leave for Specific Circumstances Our Company’s Employee Handbook grants employee leave under the following specific circumstances: (i) Time off to Vote; (ii) Bereavement Leave; (iii) Jury Duty; (iv) Witness Duty; (v) Temporary Disability Leave; (vi) Volunteer Emergency Responder Leave; (vii) Victims of Felony Crime Leave; (viii) Civil Air Patrol Leave; (ix) School Leave for Disciplinary Matters; (x) Bone Marrow Donation Leave; (xi) Organ Donation Leave; (xii) Pregnancy Disability Leave; (xiii) Military Leave; (xiv) Military Spousal Leave; (xv) School Activities Leave; (xvi) Domestic Violence / Sexual Assault Leave; and (xvii) Rehabilitation Leave. II.I Workers’ Compensation As required by law, our Company provides workers’ compensation benefits for the protection of employees with work-related injuries or illnesses. Workers’ compensation insurance provides coverage to employees who receive job related injuries or illnesses. If an employee is injured or becomes ill as a result of his/her job, it is the employee’s responsibility to immediately notify a supervisor of their injury in order to receive benefits. Our Company will advise the employee of the procedure for submitting a workers’ compensation claim. If necessary, injured employees will be referred to a medical care facility. Employees should retain all paperwork provided to them by the medical facility. An employee’s report should contain as many details as possible, including the date, time, description of the illness or injury, and the names of any witnesses. A separate insurance company administers the worker’s compensation insurance. Representatives of this company may contact injured employees regarding their benefits under the plan. II.J Health Benefits Our Company will make group health benefits available to full-time employees who work 30+ hours a week. Pursuant to its desire to provide a “living wage”, our Company shall contribute at least per year per employee. Part-time employees will also be given an opportunity to participate partially in health group benefits after being employed for at least six months. All employees will receive details about benefits provided, contribution rates, and eligibility in their hiring packet. II.K Retirement Benefits Our Company will make retirement benefits available to full-time employees who work 30+ hours a week after working one year with the Company. Pursuant to its desire to provide a “living wage”, our Company shall look to provide a matching contribution of 3% to whatever the employee contributes to their retirement plan up to a maximum of . Section 2 – Social Policy & Local Enterprise Plan Page 7 of 21 III. Workforce Plan – Hiring Practices III.A Local & Social Equity Hiring Policy As stated above, our Company’s policy will be to hire employees who live close to our cannabis retail business from the City of Fresno and from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code. In an effort to support our policy initiative, we will also seek to utilize professional services from within the local area to stimulate all sectors of business from physical construction to professional services such as accountants, bookkeepers, and web developers. Accordingly, our Company will commit via a Community Benefits Agreement to having (i) at least 50% of all our employees reside in Fresno and at least 50% employee personnel hours are from employees residing in Fresno AND (ii) at least 50% of all our employees are from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code and at least 50% employee personnel hours are from employees from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code. Our Company will take an all-inclusive approach to hiring and prioritize adults over the age of 21 from Fresno with social equity backgrounds. For our Company, this is a two-fold process. First, residents of Fresno with social equity backgrounds must be actively targeted with job offers and postings. For our Company this means, rather than using traditional job-posting media such Indeed, Craigslist, or other mainstream Internet websites, going directly to local publications targeted / catered towards Fresno residents. On that note, our Company will look to post flyers outside of the company’s proposed cannabis retail business a few months prior to opening with a link to all job postings and availabilities for the cannabis retail business in order to help with hiring local residents. Most importantly and well-beyond passive publications, our Company will look to establish deep ties with local nonprofits and public service organizations. Often times, local nonprofits and public service organizations missions are geared towards helping the members of the local community that our Company seeks to hire as employees. Accordingly, our Company is already working directly with UFCW Local 8 and Fresno United on community engagement initiatives that include our Company’s goal to specifically hire employees from the City of Fresno and from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code. Relatedly, Fresno has a robust educational base for sourcing / recruiting employees with the presence of Fresno State University, Fresno City College, and Clovis Community College. With that point in mind, our Company has already begun engaging with the State Center Community College District on community engagement and hiring initiatives. The second element of our Company’s hiring program involves the interview process, with that point in mind, and recognizing that job interviewing is a specific skill, our Company will work with its community engagement partners to provide interview training to Fresno residents from social equity backgrounds before interviewing with our Company. To show the good faith effort to hiring 50% of employees from the City of Fresno with social equity backgrounds, our Company will document the following: (i) Records of emails reaching out to community members and organizations; (ii) printed job flyers and list of addresses where flyers were posted and dropped off; (iii) links to localized online job postings; and (vi) proof of attending any local job fairs. In addition, our Company will keep track of job applications that were submitted to our Company and a list of all candidates that were interviewed by our Company where we will have copies showing their home address indicating if they are residents of Fresno. Section 2 – Social Policy & Local Enterprise Plan Page 8 of 21 As for verifying social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code, the presents additional challenges for our Company, as certain qualifications for social equity status under Section 9-3316(b)(1) of the Fresno Municipal Code (for example, “Former foster home youth who was in foster care as a minor” and “receiving public assistance”) are inappropriate, or arguably unlawful, inquiries during the interview process. As a result, our Company will employ legal counsel specialized in employment law to develop solutions for acquiring and retaining verification documentation of social equity status as defined in Section 9- 3316(b)(1) of the Fresno Municipal Code in a way that provides all potential social equity backgrounds an equal opportunity in our Company’s hiring process. One such solution that our Company is considering to this legal / human resources obstacle is to partner with the City or local community organizations to have the City or local community organizations do the vetting of social equity status under Section 9-3316(b)(1) of the Fresno Municipal Code (who may not have the same legal obstacles as our Company) and then forward vetted candidates to our Company for interviews. If after our Company reaches out to various resources in order to hire local, social equity candidates, our Company is unable to meet its goals of 50% of employees personnel hours from Fresno residents from social equity backgrounds, our Company will attempt to coordinate with the City and other approved cannabis businesses in City to host a local “Cannabis Job Fair”. If after hosting its own “Cannabis Job Fair”, our Company is still unable to meet local and social equity hiring goals, we will then look to use more traditional job platforms such as Indeed and ZipRecruiter to hire the remaining employees needed to properly staff the cannabis retail business, and our Company will collaborate with the City to determine other ways to divert additional community benefits to the City of Fresno and its residents, such as increased public benefits via its Community Benefits Agreement. III.B Expungement Clinics Our Company is committed to helping individuals from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code overcome obstacles to employment regardless of whether such individuals end up working for our Company. One such obstacle is criminal records. Employees of the active, licensed (C10-0000227-LIC, C10-0000230-LIC, C10-0000376- LIC, C10-0000525-LIC, and C10-0000364-LIC) cannabis retail businesses owned and/or operated by Owner / Member & Manager, Elliot Lewis have been actively engaged with criminal record expungement clinics hosted by UFCW Local 324. As a result, these active, licensed cannabis retail businesses are now (i) tentatively scheduled to host two expungement fairs with UFCW Local 324 in Orange County and Long Beach in the Spring of 2021 (February and March), (ii) in conversations with UFCW Local 1428 to host expungement fairs and job fairs in Pomona and El Monte in the first quarter of 2021, and (iii) are also engaging with the Center for Community Action and Environmental Justice for expungement fairs. Our Company will host expungement fairs for individuals from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code and others with our community partners, in particular UFCW Local 8. III.C Social Equity Incubator / Apprenticeship Program Through its strong relationship with UFCW (in Fresno with UFCW Local 8), our Company will commit via a Community Benefits Agreement 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, Section 2 – Social Policy & Local Enterprise Plan Page 9 of 21 legal assistance, financial services assistance, and/or other technical assistance support. Appreciating that it is paramount to address the negative consequences of the War on Drugs, our Company believes that individuals negatively impacted by the War on Drugs should have resources available to assist them in participating in the cannabis industry. Accordingly, our Company’s Owners / Members have a long history of embracing cannabis Social Equity Programs throughout the State and through their existing cannabis retail business operations. To illustrate, Owner / Member & Manager, Elliot Lewis, is an Owner / Member of three Social Equity cannabis retail business approved applicants in the City of Los Angeles, in which Mr. Lewis is the “no strings attached” Minority Member of two of the applicants (Owner / Member & Real Estate Development Officer, is the “no strings attached” Minority Member of two Social Equity cannabis retail business approved applicants in the City of Los Angeles). Further, Elliot Lewis has been a pioneer in the City of Long Beach’s Social Equity Program, which similar to the City of Fresno’s prioritizes the hiring of social equity qualified individuals. To demonstrate, even though the City of Long Beach has yet to fully implement its Social Equity Program, Mr. Lewis’s owned and/or operated cannabis retail businesses in the City of Long Beach have already begun the compliance process with the Program. Further still and completely outside the realm / scope of any government mandated cannabis Social Equity Program, Mr. Lewis’s owned and/or operated cannabis retail businesses prioritize the slotting (allocation of retail shelf space) and promotion of social equity-owned cannabis brands, case in point being Ball Family Farms, a social equity owned business based in the City of Los Angeles and qualified under Los Angeles’s Social Equity Program, as demonstrated further below: Section 2 – Social Policy & Local Enterprise Plan Page 10 of 21 III.D Diversity Policy Consistent with its our mission, we will provide a welcoming workplace and will promote the involvement of diverse employees and diverse groups in its operations. As a result, our Company will implement a zero-tolerance policy relating to discrimination and employees will be encouraged to report any and all occurrences of workplace discrimination. Our Company will monitor discrimination in the workplace and immediately address any discovery of discrimination. We will also train employees to identify workplace discrimination in the context of two general categories: (i) overt discrimination and (ii) covert discrimination. III.E Equal Opportunity Employment It is the policy of our Company to provide equal employment opportunities to all qualified individuals and to administer all aspects and conditions of employment without regard to the following: race, color, age, sex, sexual orientation, gender, gender identity, religion, national origin, pregnancy, marital status, AIDS/HIV, genetic information, including family medical history, physical or mental disability, medical condition, political activities or affiliations, child or spousal support withholding, domestic violence, assault, or stalking victim status, lawful conduct occurring during nonworking hours away from the employer’s premises, military or veteran status, credit report or credit information, prior non-conviction arrest record, citizenship and/or immigration status, or any other protected class, in accordance with applicable federal, state, and local laws. We take allegations of discrimination, intimidation, harassment, and retaliation very seriously and will promptly conduct an investigation when warranted. If any of our employees are caught violating this policy, they will be subject to IMMEDIATE disciplinary action. IV. Workforce Plan – Employee Training IV.A Regulatory Knowledge & Education Our Company’s top priority when training its employees will be for it to understand the rules and regulations that govern the cannabis retail business in order to run a safe and compliant workplace. Our Company will ensure that the training will be at least two hours long and cover the below modules: (i) Health and safety concerns of cannabis use, including the responsible use of cannabis, its physical effects, onset of physiological effects; (ii) Recognizing signs of impairment and appropriate responses in the event of overconsumption; (iii) Laws and regulations on driving while under the influence; (iv) Prohibiting sales to minors; (v) Daily sales limits to customers and patients; (vi) Acceptable forms of identification as well as how to check identification and common mistakes made in verification; (vii) Safe and secure storage of cannabis; (viii) Compliance with all inventory tracking system regulations; (ix) Waste handling, management, and disposal; (x) Health and safety standards; (xi) Maintenance of records; (xii) Security and surveillance requirements; (xiii) Permitting inspections by the City and State; and (xiv) Packaging and labeling requirement for all cannabis products. IV.B Cannabis Knowledge Our Company will train employees about general information in regards to cannabis in order to better inform themselves and the customer. This will include the detailed information that goes Section 2 – Social Policy & Local Enterprise Plan Page 11 of 21 over the following topics: (i) What cannabis is; (ii) The different ways cannabis is smoked and consumed; (iii) How cannabis effects the brain in short-term and long-term effects; (iv) Suggested consumption methods and dosing guidelines; (v) Understanding edible consumption and dosage; (vi) Customers guidelines to safe cannabis use; (viii) What the physical effects are of using cannabis and cannabis products; (ix) The mental effects of cannabis and cannabis products; (x) Long term effects of cannabis use; (xi) Treatments for Cannabis Use Disorder; (xii) Effects of secondhand cannabis smoke; (xiii) Cannabis as a possible gateway drug; (xiv) Overdosing on cannabis; (xv) Cannabis addiction; and (xvi) Dangers of synthetic cannabinoids. Dispensary employees will be trained on how to interact with customers, give recommendations based on their requests, give advice, guidance, and counsel customers on products. Dispensary employees will not give medical advice, as they are not licensed health professionals, and will be advised to tell customers to talk to their physician. Our Company holds a high expectation for employees’ knowledge of cannabis quality and strains. Accordingly, our Company will put together Information Sheets from the cannabis products we receive from our vendors and compile it in a binder that all staff can access and reference. These Information Sheets will include a description of the product, how it was cultivated or manufactured, and what effects to associate with the product. Our Company will require employees to take a quiz on Cannabis and Regulatory Knowledge and be expected to pass it by their third try. If they do not pass the quiz the employee will not be hired. IV.C Security Training Our Company understands that security is of paramount importance. We are keenly aware of the added security challenges that a business of this nature faces, and we have taken extensive measures to have professionally-vetted policies, procedures, and systems in place to provide comprehensive protection, not only for our physical store, but also for our employees. Our Company will train managers on how to use the security alarms set up by the alarm company and then train all necessary employees on how the system works. It is critical that employees understand exactly what to do when specific breaches and threats take place. This ensures employee and customer safety and gives law enforcement and security personnel the ability to respond to a specific rapid response without fear of injury. Our Company’s Security Officer will provide specific training to management and employees in the following areas: (i) Security awareness training; (ii) responding to a robbery attempt; (iii) interacting with a disruptive customer; (iv) alarm activation response; (v) attempted theft; (vi) working with local law enforcement; (vii) medical emergencies; (viii) proper use of the “panic button”; (ix) being a good witness/report writing; (x) theft and diversion training; (xi) OSHA compliance; and (xii) training developed for all compliance issues. In addition to the items listed above, our Community Liaison will work with security companies and with management to design and implement continued training in security related matters on a regular basis. Employees shall be tested on training content and must pass a comprehensive test by their third attempt in order to remain employed. All staff shall 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 Section 2 – Social Policy & Local Enterprise Plan Page 12 of 21 operational, safety, and security policies and protocols. In developing our official safety and security policies, our Company shall consult with local law enforcement. We shall also work with local law enforcement to develop effective ongoing employee training seminars and practices especially in developing our policies and training procedures on crime prevention and security threat response. After the security-related training, all employees should be able to: (i) know how to assess situations to determine the type and level of threat they may pose; (ii) know how to respond to different kinds of security threats; (iii) know which types of situations warrant the activation of panic buttons; and (iv) know how to proceed when a security alarm goes off or a panic buttons has been activated IV.D Dispensary Operational Procedures IV.D.1 Training Delivery Our Company believes that the better informed our employees are, the better they can answer questions and teach our customers how to safely use and enjoy the cannabis products we will carry. To ensure all employees are properly, our Company utilizes the following approaches to employee training: (i) New hire training; (ii) hands-on training; and (iii) employee-to-employee training. Additionally and as highlighted above in training subject specific sections, employees will be tested on training content and must pass the test by their third attempt in order to remain employed. All employees will go through annual refresher training, as well as new training on any policy updates or changes in procedure as they arise. IV.D.2 New Hire Training Upon starting with our Company, all new employees will attend a full eight hour Employee Educational Course that will coincide with the Regulatory and Cannabis Knowledge, and Security Measure Training and focus on the following subjects: (i) Point-of-sale (“POS”) system; (ii) State inventory system, METRC; (iii) time and attendance system; (iv) medical patient verification; (v) adult-use age verification; (vi) inventory control; (vii) cannabis laws and regulations; (viii) secure electronic record keeping; (ix) procedures for patient and customer reception and registration; and (x) procedures for cannabis product sales. Further, our Company will also encourage all employees to work on continuing their education in all these fields and will be encouraged to attend third-party courses offered by our Company to pursue the highest levels of cannabis retail business employee qualification. IV.D.3 Hands-On Training Our Company follows up new hire training with work one-on-one with new employees to review training materials with them. Regardless whether training is about cannabis products or proper procedures, our Company believes it is important to follow up and test staff’s knowledge. We want staff to be able to articulate knowledge in both words and actions. This ongoing training with staff also ensures employee retention and consists of the following methods: • Management will ask employees a series of increasingly complicated questions. Our Company will work to do their best to ensure staff can be successful when being quizzed. Section 2 – Social Policy & Local Enterprise Plan Page 13 of 21 The goal will not be to stump the employees, but to work on building their confidence in being knowledgeable in all policies and procedures. • Management will do role-playing training exercises with employees. Although it can sometimes be an awkward training method, it is also very effective. Role-playing allows our Company to see if employees can effectively articulate information back to us and how employees handle themselves in common operational scenarios. Management will not focus on delivery as is common with forced scenarios, but rather focus on employees’ knowledge and understanding of the training materials and decision-making in the role- playing scenarios. • Management will take turns with an employee where first management will deal with a real customer and one where management will watch how the employee interacts with a customer. Employees will pay attention on how the manager is working with customers, and then attempt to mimic / copy those skills. In so doing, management will make close observation of employees as they perform their duties and make notes and either positively correct, or give approval, as needed. IV.D.4 Employee-to-Employee Training Employee-to-employee training is a great way for employees to learn information in a non- threatening way and this form of training is the ideal way for employees to learn from one another. Our Company will utilize team-building exercises that allow everyone in the cannabis retail business to come together without the pressures of daily routines. Management will also be responsible for assigning sales associates for training on any area where an employee requires additional training. V. Workforce Plan – Codes of Conduct V.A Drug Free / Alcohol Free Our Company is dedicated to providing employees with a workplace that is free of drugs and alcohol. For the safety of our employees and customers, we reserve the right to test any employee for the use of illegal drugs or alcohol under state, federal, or local laws. This may be done in cases where the employee’s job carries a risk of injury or accident due to such use, or if there is an apparent inability to perform the duties required of that position. Any employee found to use, sell, possess, or distribute drugs that are illegal under state, federal, or local laws, including cannabis, or any unauthorized drugs (including excessive quantities of prescription or over-the-counter drugs) while on the Company premises, performing Company-related duties, or while operating any Company equipment is subject to disciplinary action, up to and including termination of employment. Any suspected illegal drugs confiscated will be turned over to the appropriate law enforcement agency. V.B Sexual Harassment & Other Unlawful Harassment Applicable federal and state law defines sexual harassment as unwanted sexual advances, requests Section 2 – Social Policy & Local Enterprise Plan Page 14 of 21 for sexual favors, or visual, verbal, or physical conduct of a sexual nature when: (i) submission of the conduct is made a term or condition of employment; (ii) submission to or rejection of the conduct is used as basis for employment decisions affecting the individual; or (iii) the conduct has the purpose or effect of unreasonably interfering with the employees work performance or creating an intimidating, hostile, or offensive working environment. Sexual harassment and unlawful harassment are prohibited behavior and against Company policy. Our Company is committed to providing a work environment free of inappropriate and disrespectful behavior, intimidation, communications, and other conduct directed at an individual because of their sex, including conduct that may be defined as sexual harassment. V.B.1 Other Types of Harassment Prohibited harassment on the basis of race, color, religion, national origin, ancestry, physical or mental disability, veteran status, age, or any other basis protected under local, state or federal law, includes behavior similar to sexual harassment, such as: verbal conduct such as threats, epithets, derogatory comments, or slurs; visual conduct such as derogatory posters, photographs, cartoons, drawings, or gestures; physical conduct such as assault, unwanted touching, or blocking normal movement; and retaliation for reporting harassment or threatening to report harassment. V.B.2 Retaliation It is against our Company’s policies and unlawful to retaliate in any way against anyone who has lodged a harassment complaint, has expressed a concern about harassment, including sexual harassment, or has cooperated in a harassment investigation. Therefore, the initiation of a complaint, in good faith, will not under any circumstances be grounds for disciplinary action. V.B.3 Enforcement All managers and supervisors are responsible for: (i) Implementing our Company’s policies on harassment, which includes, but is not limited to, sexual harassment and retaliation; (ii) ensuring that all employees they supervise have knowledge of and understand our Company’s policies; (iii) reporting any complaints of misconduct to the designated Company representative so they may be investigated and resolved immediately; (iv) taking and/or assisting in prompt and appropriate corrective action when necessary to ensure compliance with the policy; and (v) conducting themselves in a manner consistent with our Company’s policies on harassment. V.C Abusive Conduct Abusive conduct means malicious conduct of an employer or employee in the workplace that a reasonable person would find hostile, offensive, and unrelated to an employer’s legitimate business interests. Abusive conduct may include repeated infliction of verbal abuse, such as the use of derogatory remarks, insults, and epithets, verbal or physical conduct that a reasonable person would find threatening, intimidating, or humiliating, or the gratuitous sabotage or undermining of a person’s work performance. Our Company considers abusive conduct in the workplace unacceptable and will not tolerate it under any circumstances. Employees should report any abusive conduct to a supervisor or manager with whom employees are comfortable speaking. Section 2 – Social Policy & Local Enterprise Plan Page 15 of 21 Supervisors and managers are to assume the responsibility to ensure employees are not subjected to abusive conduct. All complaints will be treated seriously and investigated promptly. During the investigation process our Company will attempt to maintain confidentiality to the fullest extent possible. It is a violation of Company policy to retaliate or otherwise victimize an employee who makes a complaint or a witness who serves in the investigation of the abusive conduct allegation. V.D Open Door Policy We encourage employees to bring their work-related questions, suggestions, and complaints to our Company’s attention. Employee input is important to us, and they should bring their good faith concerns to the attention of management without the fear of retaliation. We will consider and investigate the concerns brought to our attention in order to attempt to resolve problems and/or improve our operations. We hope to be able to satisfactorily resolve most matters. V.E Workplace Safety We are committed to providing and maintaining a healthy and safe work environment for all employees. However, a safety program can only be successful if everyone cooperates. Employee assistance in eliminating hazards and unsafe conditions and attention to good housekeeping will do much to make our Company a safe place to work. As a result, every employee is required to follow safe and healthy work practices at all times. Employees may be subject to discipline for engaging in any unsafe or unhealthy work practices. In addition to compliance with safety measures imposed by federal Occupational Safety and Health Act (“OSHA”) and state law, our Company has an independent interest in making its facilities a safe and healthy place to work. Our Company recognizes that employees may be in a position to notice dangerous conditions and practices and therefore encourages employees to report such conditions, as well as all non- functioning or hazardous equipment, to a supervisor or manager immediately. Following employee reporting, our Company will take appropriate remedial measures. Employees will not be retaliated or discriminated against for reporting of accidents, injuries, or illnesses, filing of safety-related complaints, or requesting to see injury and illness logs. Employees are required to promptly report all injuries at work, or other work-related injuries, no matter how minor, to their immediate supervisor. Supervisors are responsible for obtaining first aid and proper medical care, and promptly reporting the injury to Human Resources, who will fill out all appropriate forms and reports. The location of the nearest doctor and/or medical facility is posted on the bulletin board(s). An employee’s employment status will not be affected by the report of a work-related injury or the filing of a workers’ compensation claim. Our Company provides insurance for all work-related injuries or illness. Section 2 – Social Policy & Local Enterprise Plan Page 16 of 21 VI. Number of Employees & Job Descriptions Below is the chart of our expected number of employees for starting up and the first three full years of operation: VI.A Job Descriptions and Duties VI.A.1 Manager Our Company’s Manager is the senior executive officer for our overall Company and overall cannabis retail business operation and has direct authority, control, or supervision over all personnel. VI.A.2 Real Estate Development Officer Our Company’s Real Estate Development Officer is an accomplished real estate professional, agent, and developer now applying years of experience and skill in the legal cannabis industry to advise our Company’s executive officers on the location, acquisition, development, and construction of cannabis retail businesses in the State. VI.A.3 Community Liaison / Community Organizer Our Company’s Community Liaison is a senior executive officer that serves as our Company’s point-of-contact for on-site community relations to whom government representatives and members of the community can provide notice if there are operating problems associated with our Company’s cannabis retail business. VI.A.4 Chief Medical Officer Our Company’s Medical Officer is nationally-recognized licensed physician on the cutting-edge of numerous proven therapeutic uses of cannabis, particularly opioid replacement and addiction management responsible for advising our Company’s executive officers on the selection, purchasing, and development of medical-grade cannabis and cannabinoid pharmaceuticals for our Personnel 2020 2021 2022 2023 2024 Manager 1 1 1 1 1 Chief Compliance Officer 1 1 1 1 1 Community Liaison 1 1 1 1 1 Chief Medical Officer 1 1 1 1 1 Real Estate Development Officer 1 1 1 1 1 Bookkeeper / Administration 0 1 1 1 1 Dispensary General Manager 0 1 1 1 1 Assistant Dispensary General Manager 0 2 2 3 3 Dispensary Sales Representatives 0 4 5 6 7 Delivery Drivers 0 1 1 2 2 Security Guards 0 4 4 5 5 5 18 19 23 24Total Section 2 – Social Policy & Local Enterprise Plan Page 17 of 21 cannabis retail business’s cannabis product inventory. VI.A.5 Chief Compliance Officer Our Company’s Compliance Officer is the senior executive officer that responsible for ensuring our cannabis retail business operates in compliance with the State and City law and day-to-day executive officer responsible for inventory, tracking, and control of all cannabis and cannabis products to include all procurement and quality control of cannabis and cannabis products and has direct authority, control, or supervision over all personnel who engage in accounting for and quality control of cannabis and cannabis products. As a result, our Company’s Compliance Officer will serve as the administrator for our Company’s track and trace systems. VI.A.6 Bookkeeper / Administration Our Company’s Bookkeeper / Administration is an employee that provides general financial and administrative support to our Company and frontline employee working directly for our Company’s Compliance Officer. They will perform analytical reviews of financial results and assist with developing and reviewing key performance indicators as well as execute a variety of general accounting support tasks and will function in accordance with established standards, procedures, and applicable laws VI.A.7 Dispensary General Manager Our Company’s Dispensary General Manager (“GM”) is the day-to-day supervisor of our Company’s cannabis retail business operation and has direct authority, control, or supervision over all personnel who engage in the retail sale of cannabis and cannabis products. The GM serves as a role model, liaison, and resource for cannabis retail business staff concerning products and services, policies and procedures, industry news and changes in regulations. They ensure compliance with all State and local rules and regulations, and directly supervises the activity within the cannabis retail business to include staff training and education. The GM manages the receipt, storage and auditing of all inventory, and are responsible for ordering new inventory and supplies, and maintains accurate records. The GM resolves all inventory discrepancies and reconciliations while accurately documenting all inventory movements to be recorded in the company’s track and trace system and into the State’s track and trace software, METRC in order to identify the proper location and quantity of product at all time. The GM supervises assistant managers on all daily tasks consistent with established procedures with an emphasis on inventory control actions such as receiving, counting and inspecting all incoming cannabis products for quality and compliance; implement HR policies, programs, and systems in support of company initiatives; directs all compliance efforts for the company to minimize risk and deal with any internal conflicts. The GM will conduct investigations: respond to unemployment claims, EEOC, DOL, and/or employee relation issues such as employee complaints, harassment allegations, and civic rights complaints. The GM conduct exit interviews, analyze data, and make recommendations to corporate management team for corrective action and continuous improvement as well as conduct performance reviews with employees and monitor employee productivity, attitudes, and performance results. They will maintain excellent facilities conducive to enhancing employee Section 2 – Social Policy & Local Enterprise Plan Page 18 of 21 productivity and compliance, and ensure employee safety, wellness, health and welfare. VI.A.8 Assistant Dispensary General Managers Our Assistant Dispensary General Managers (“AM”) assist our GM with day-to-day operations of the cannabis retail cannabis retail business in accordance with the State of California, local regulations, and standards set by our Company. The AM will help maintain organization and operations at the cannabis retail business with detail to inventory duties. Assistance is also given to the sales team to ensure efficiency and customer satisfaction. The AM will provide support to store manager and all employees, and patients/customers. Overall duties also include: light cash- handling, training, providing policy and procedure updates, and keeping updated with industry news and cannabis product information. The AM provides management and leadership in the cannabis retail business to include monitoring all point-of-sale transactions. They respond to all staff questions, concerns, or suggestions within scope and reports to the GM for resolution. The AM directs and monitors sales representatives to accomplish goals of the days consistent with established operational procedures. The AM maintains records required by public health law and ensures quality assurance plans, including but not limited to plans to detect, identify, and prevent dispensing errors related to product packaging and labeling. The AM monitors employee productivity, attitudes, and performance results, and make recommendations to the GM for corrective action and continuous improvement for product and policies. The AM Responds to all patient/customer complaints, requests, concerns, suggestions and takes action when directed by the GM to resolve conflicts including responses and replies across social platforms. The AM manages the receipt, storage, record keeping, and auditing of all inventory, and maintaining cannabis retail business compliance and cleanliness. The AM performs inventory control actions such as receiving, counting, and inspecting for quality and compliance. The AM assists the GM (i) in accurately documenting all inventory movements to be recorded in the company’s track and trace system and into the State’s track and trace software, METRC to identify the proper location and quantity of product at all time and (ii) with bi-monthly reconciliation inventory counts based on company requirements, and works with the store manager to resolve all inventory discrepancies and light-cash handling. VI.A.9 Dispensary Sales Representatives Our sales representatives (“SR”) assist guests, clients, vendors, and management whenever possible. Our SR assist the management team with the activities and operations of the store, while abiding by policies, procedures, and operational guidelines. The SR is responsible for helping customers, checking them out, cash handling, and customer service. They welcome visitors by warmly greeting them, in person or on the telephone and answering or directing inquiries through proper channels. They accurately process payments from customers; issues receipts, refunds, credits, and change. They establish or identify prices of goods, services or admission; tabulates bills using calculators, cash registers, and optical price scanners. The SR operates a cash register and itemize total purchases by recording prices, departments, taxable and nontaxable items and balance cash drawers by counting cash at beginning and end of work shift to ensure that amounts are correct and that there is adequate change. The SR helps maintain a compliant and clean cannabis retail business and assures side-work completion every shift. They establish, develop, Section 2 – Social Policy & Local Enterprise Plan Page 19 of 21 and maintain relationships with current and prospective customers to generate business for our cannabis products. They use information-based training to educate customers with the SR expected to continue education on all products. They maintain product knowledge of all products in-store in order to communicate to customers and patients. They ensure the sales floor is properly stocked and the cleanliness of the store is well maintained. The SR promotes a work environment that is positive, customer-service oriented, and compliant with established policies and procedures. VI.A.10 Delivery Drivers Our delivery drivers have similar responsibilities to our SR, but with the added responsibilities of handling proper record receipts to be given and signed by customers, and understands safety and delivery compliance protocols for all deliveries. They must obey all traffic laws and always have all necessary paperwork required by the City and State at all times via hard copy or electronically. VI.A.11 Security Guards Our Company will use a third-party security company that will ensure the safety of customers and employees and the protection of assets. This is accomplished through the use of foot patrols, professional presence, camera monitoring, escort procedures, access control, and enforcement of company security policies. All security guards will be certified through the Bureau of Security and Investigative Services. They will check identification cards for all persons entering cannabis retail business to ensure only those over the age of 21, or those over 18 with a proper medical recommendation are let inside the cannabis sales area. Section 2 – Social Policy & Local Enterprise Plan Page 20 of 21 VII. Local Ownership / Owner Involvement As demonstrated in the table below, our Company does have owners that have owned a commercial business within the City of Fresno, for at least one year prior to March 2, 2020. Further, Owner / Member & Manager, Elliot Lewis’s wholly-owned LLC, Owner / Member EEL Holdings LLC, is a property owner in the City of Fresno since December 12, 2019. Moreover, all of our Owners / Members will be directly involved in the day-to-day operation of our Company. Therefore, through our best-in-industry employment policies, in particular our Global CBA with UFCW, our Company will bring numerous well-paid, middleclass jobs with benefits to Fresno, while also having Owners / Members deeply involved in the our cannabis retail business operation—Owners / Members that (i) already have multiple successful cannabis retail businesses throughout the State and (ii) proven deep commitments to the local communities in which we operate, including existing businesses in the City of Fresno. Name of Owner / Member Job Title / Role Percentage of Ownership City of Fresno Resident? City of Fresno Business? BIPOC? EEL Holdings LLC Owner / Member (Holding Company) 20% No No* No Elliot Lewis Owner / Member & Manager 31% No No* No Violeta Aguilar- Wyrick Owner / Member & Community Liaison 3% No No Yes Blake Hogen Owner / Member & Chief Compliance Officer 33% No No No Timothy Lewis Owner / Member & Real Estate Development Officer 10% No No Yes Dr. Gregory Smith Member & Chief Medical Officer 3% No Yes Yes Total Ownership & Control of Our Company 100% 0% 3% (54%*) 6% 3% (54%*) * = Owner / Member & Manager, Elliot Lewis’s wholly-owned LLC, Owner / Member EEL Holdings LLC, is a property owner in the City of Fresno since December 12, 2019, and has applied for a City Business License as an owner of commercial property. Section 2 – Social Policy & Local Enterprise Plan Page 21 of 21 VIII. Labor Relations Our Company has a deep commitment to labor and strong relationship with UFCW. In addition to the labor peace agreement between our Company and UFCW attached as Appendix A, the cannabis retail businesses owned and/or operated by our Company’s Owner / Member & Community Liaison, Elliot Lewis, have active collective bargaining agreements with UFCW since as early as 2017. In fact, Elliot Lewis, Timothy Lewis, and all of the active, licensed (C10- 0000227-LIC, C10-0000230-LIC, C10-0000376-LIC, C10-0000525-LIC, and C10-0000364-LIC) cannabis retail businesses Elliot Lewis owns and/or operates and UFCW recently finished negotiating a global collective bargaining agreement (“Global CBA”) attached as Appendix B that automatically applies to the cannabis retail business by our Company. We believe that such a Global CBA is one of the first and few of its kind in the entire cannabis industry. Some highlights of our Global CBA include: • Our Company may only staff part-time employees if it does not undermine full-time positions. • Dispensary Sale Reps / Delivery Drivers are paid a starting rate of hour that automatically increases every 6 months; Shift Supervisors receive a hour premium and Assistant Managers receive a hour premium. • Our Company shall participate in the UFCW National Health and Welfare Fund for health and welfare benefits (including dental and vision) for employees and their eligible dependents. • Our Company shall participate in the UFCW 401(k) Plan and Trust for participation and for any employee that opens a ROTH IRA or IRA, we will match up to per year. • Employees get 6 paid holidays every year and 5 vacation days after 1 year, 8 vacation days after 2 years, and 10 days after 3 years. In other words, our Global CBA represents minimum standards that our Company will exceed in Fresno—our minimum is the best in the industry! VIII.A Labor Management Committee In another unprecedented step, all of the active, licensed (C10-0000227-LIC, C10-0000230-LIC, C10-0000376-LIC, C10-0000525-LIC, and C10-0000364-LIC) cannabis retail businesses owned and/or operated by our Company’s Owner / Member & Manager, Elliot Lewis have formed a Labor Management Committee (“LMC”) with UFCW (locally all with UFCW Local 324). This LMC is a regularly scheduled forum to jointly address and resolve problems before they become the subject of a grievance, arbitration, or contract negotiation that is comprised of an equal number of employer representatives and union representatives. Overall, our Company is proud of its proven track record with labor and its exemplary treatment of employees and looks forward to opening and operating a Union Shop in the City of Fresno. As demonstrated by the endorsement letter attached here as Appendix C, our Company’s proposed cannabis retail business in the City of Fresno has the full support of UFCW Local 8. Section 2 – Social Policy & Local Enterprise Plan Appendix A – UFCW Local 8 Labor Peace Agreement with EEL - Fresno LLC [Page intentionally left blank] DocuSign Envelope ID: 30865A24-8042-417 4-92C5-6E49O15C3F4F Jacques Loveall President International Vice President Labor Peace Agreement Catalyst -Fresno LLC, d.b.a. Catalyst -Highway 99 ("the Company") and the United Food and Commercial Workers Union, 8-Golden State ("the Union") hereby agree to the following terms: 1.Neutrality and Non-Disparageme nt. The Company agrees to take a neutral approach to unionization of workers, meaning that the Company, which also includes any managers, agents, and representatives, will neither help nor hinder the Union's organizing effort, including making any statement or taking any action that directly or indirectly indicates or implies any opposition to workers selecting the Union as their collective barg aining representative, or directly or indirectly supporting or assisting in any way any person or group who may oppose the Union. This includes the Company refraining from making negative comments or otherwise demean by word or action the Union, Union representatives, or unionization. The Union agrees to refrain from exercising its rights to picket, handbill and engage in other economic activities against the Company's facilities or operations; however, if the Company recognizes another union as the bargaining representative of any workers, the union's obligation will automatically cease to apply to those workers' facilities or operations. In addition to refraining from exercising its rights to picket, handbill, and engage in other economic activites against the Company, the Union agrees to be neutral in its communication with the Company's employees and will not disparage the Company or paint it in a bad light to its employees or to the public. 2.Bargaining Unit: The Union will notify the Company of the facilities and/or operations for which the union seeks to invoke this agreement's unionization process and, in this notice, the Union will designate the bargaining unit. The Union is not limited in the number of times it can provide such notice and invoke this agreement's unionization process for any of the Company's non-supervisory or management employees; provided, however, that such notice and invocation of this Agreement's unionization process will be of a freequency that will not unreasonably interfere with or hinder the Company's day-to-day operations. 3.Access. The Company grants the Union and its Union representatives access onto the Company's premises during working hours to speak with bargaining unit employees during non-working time, including meal periods and rest breaks. The Company will cooperate with the Union in making arrangements to permit these conversations to be held in non-restricted areas where the employees will be able to speak to the Union representatives without monitoring by the Company. 4.Meeting. At the Union's request, the Company will conduct a meeting on a mutually agreeable date(s) and time(s) with all of the bargaining unit employees. At the meeting, the Company wili tell the employees that it is neutral, does not object to their talking to and supporting the Union, and will negotiate a collective bargaining agreement (CBA) with the Union if a majority of the bargaining unit employees designate the Union as their collective bargaining representative. Union representatives will attend the meeting and, after the Company has introduced them and left the meeting, the Union representatives will talk with the employees about the Union. 1 Non-disclosable Under California Government Code § 6254 DocuSign Envelope ID: 30865A24-8042-4174-92C5-6E49D15C3F4F 5.Contact information. At the Union's request, the Company shall furnish to the Union the names, job classifications, home addresses, cell phone numbers, home phone numbers and email addresses, if known, of the bargaining unit employees (collectively, "contact information"). The Company further agrees thereafter to provide updated worker contact information, as reasonably requested by the Union, but in no event more than once every thirty (30) days. 6.Recognition. When a majority of bargaining unit employees designate the Union as their collective bargaining representative, the Company will recognize the Union as the exc lusive representative of the bargaining unit, provided that the Union may assign jurisdiction and representation rights to any of its affiliates. At either party's request, a neutral third party may confirm majority auth orization. The Company and the Union will comply with all requirements necessary to obtain certification of the Union as the exclusive bargaining representative of these employees. 7.Elections. The Company waives the right under the National Labor Relations Act to file any petition with the National Labor Relations Boar d for any election in any bargaining unit subject to this agreement by itself or as part of a larger unit, and agrees to refrain from directly or indirectly supporting any such petition. If any election petition is filed, the Company agrees that, at the Union's request, the Company will enter into a full consent election agreement under Section 102.62(c) of the NLRB's Rules and Regulations under the terms the Union and the Company determine. The Company waives the right to file any unfair labor practice charge related to or based on this agreement, the Union's demand for recognition under this agreement, the Union's election, or any other matter related thereto, and further agrees to refrain from directly or indirectly assisting with or supporting any such unfair labor practice charge. 8.Bargaining. Within 20 days from the date of recognition, the parties will begin good faith bargaining for a CBA covering the bargaining unit. If the Union and Company are unable to agree to a collective bargaining agreement within 90 days of commencement of negotiations, the parties agree that either the Company or the Union may require that all open provisions and issues be submitted to final and binding interest arbitration per the subsection titled herein "Arbitration". The arbitrator shall be guided by the: (i) Company's size, type of business, and financial ability; and (2) the employees' ability to sustain themselves, their families and dependents on the wages, hours, and benefits they earn from the Company, and the living wage for their family size and region, as indicated in the MIT Living Wage Calculator (http://livingwage.mit.edu/). 9.Arbitration. The parties agree that final and binding arbitration will be the exclusive remedy for any alleged violations of this Agreement and any dispute or claim arising from or relating to the interpretation or application of any provision of this Agreement. Unless they promptly agree on an arbitrator, the parties will proceed to expedited arbitration using the American Arbitration Association's rules and procedures. The arbitrator is authorized to compel the attendance of witnesses and the production of documents at the arbitration hearing, and to award appropriate monetary, injunctive and declaratory relief. The parties agree not to challenge the aribtrator's award as the order of judment of a United States District Court, without notice. Company waives the right to challenge any aspect of this Agreement before the NLRB, any other state or federal government agency, or any court. 10.Successorship, affiliated companies and subcontractors. This agreement will be binding on the parties' successors and assigns, including all purchasers of the Company's assets or business, and in the event of a merger. This agreement is also binding on any and all corporations, partnerships, organizations and sole proprietorships affiliated with or related to the Company's business activities at Company's licensed premises. If the Company intends to subcontract any work performed by bargaining unit employees, the Company agrees to require the subcontractor, in writing, to comply with this agreement. 2 Non-disclosable Under California Government Code § 6254 DocuSign Envelope ID: 30865A24-8042-4174-92C5-6E49D15C3F4F 11.Severability. If any provIsIon of this Agreement is held illegal, void or invalid under any applicable law, the parties will meet and confer to amend the provision to make it legal, valid and binding, and the remaining provisions of this Agreement will remain binding and enforceable according to their terms and the parties' intent. 12.Term of Agreement. The term of this agreement is 2 years from the date of this agreement. The term will renew for additional 1-year terms unless and until either party gives the other written notice no sooner than 60 days and no later than 30 days prior to the expiration. 13.Confidentiality. The Company and Union agree that all terms and conditions of this agreement are confidential and proprietary between the parties and shall not be disclosed to anyone else, except as may be necessary to effectuate this agreement, as required by law or court order, or as mutually agreed upon in writing prior to disclosure. Location currently open/Date _____ _ Location in license review/30 from opening _____ _ Elliot Lewis, Owner I Member & Manager For the Company (print name) �;•;is December 1, 2020 Date Catalyst -Fresno LLC, d.b.a. Catalyst -Highway 99 Company/Company Name 2250 N. Weber Avenue, Fresno, CA 93705 Address (562)370-3780 Phone Jacques Loveall, Presid ent For the Union (print name) Date United Food & Commercial Workers Union, 8-Golden State Union 2200 Professional Drive Roseville, CA 95661 Address 916-786-0588 Phone 3 Non-disclosable Under California Government Code § 6254 Section 2 – Social Policy & Local Enterprise Plan Appendix B – Catalyst Cannabis Co.’s Global Collective Bargaining Agreement [Page intentionally left blank] AGREEMENT between UFCW Union Local 324 and Connected SoCal and CATALYST June 1, 2020 – May 31, 2022 DocuSign Envelope ID: 20EE36F0-D7B9-4404-BED7-E13788AB35FE Non-disclosable Under California Government Code § 6254 Page 2 of 16 THIS AGREEMENT (the “Agreement”) made and entered into this 1st day of June, 2020, by and between (i) 562 Discount Med, Inc., a California corporation, d.b.a. Connected - Belmont Shore, at 5227 2nd Street, Long Beach, CA 90803; (ii) Alternative Therapeutic Solutions, Inc., a California corporation, d.b.a. Connected - Cherry, at 3170 Cherry Avenue, Long Beach, CA 90807; (iii) EEL Holdings LLC, a California limited liability company, d.b.a. Connected - Bellflower, at 9032 Artesia Boulevard, Building B, Bellflower, CA 90706; and (iv) HNHPC, Inc., a California corporation, d.b.a. Connected - Santa Ana, at 2400 Pullman Street, Santa Ana, CA 92705, hereinafter collectively referred to as the “EMPLOYER”, and UFCW LOCAL 324, of the United Food and Commercial Workers International Union, hereinafter referred to as the “UNION”. ARTICLE I - RECOGNITION A. The Employer hereby recognizes the Union as the sole collective bargaining agent with respect to rates of pay, wages, hours of employment, and other conditions of employment for an appropriate unit consisting of all regular full-time and part-time employees working at the Employer’s cannabis facilities within the respective jurisdictions of the Union’s Locals. B. Excluded from the Union are owners, and two (2) Business Manager(s) per facility. For each type license there is also one (1) separate exclusion. Vendors are excluded from the bargaining unit and cannot perform bargaining unit work. When a facility has twenty (20) or more employees, one (1) more exemption is added for a total of three (3). After the three (3) exemptions, the Employer is allowed one more exemption for every fifteen (15) additional employees at the facility. C. The Union agrees to use every reasonable effort to promote the welfare of the Employer. D. The Union agrees to issue Union Shop Cards or window decals to the Employer under the rules governing Union Shop Cards as set forth by the United Food and Commercial Workers International Union. Such Union Shop Cards and decals are, and shall remain, the property of the United Food and Commercial Workers International Union; and the Employer agrees to surrender said Union Shop Cards or decals to an authorized representative of the Union on demand in the event of failure by the Employer to observe the terms of this Agreement or the conditions under which said Union cards or decals are issued. E. Whenever the Employer or an entity under the ownership control or managerial control of South Cord Management LLC, a California limited liability company, d.b.a. Connected SoCal, South Cord Holdings LLC, a California limited liability company, d.b.a. CATALYST, Elliot Lewis, an individual, Damian Martin, an individual, and/or Timothy Lewis, an individual, hereinafter collectively with the Employer referred to as “Connected SoCal and CATALYST”, establishes a new cannabis facility location within the geographical jurisdiction of the Union’s Locals 135, 324, 770, 1167, 1428, 1442, or 8-GS, the Union and Connected SoCal and CATALYST will sign a “Labor Peace Agreement” (defined in Section 26001 of the California Business & Professions Code) and all rights as to seniority and as to other provisions of this Agreement shall apply to employees in the new cannabis facility location within thirty (30) days of opening. Upon (i) execution of the Labor Peace Agreement and (ii) recognition of the Union by employees at the new cannabis facility location, each new cannabis facility location shall become covered by this Agreement as the Employer under this Agreement. So long as it does not deter Connected SoCal and CATALYST’s ability to meet local hiring or social equity requirements or opportunity to propose binding local hiring DocuSign Envelope ID: 20EE36F0-D7B9-4404-BED7-E13788AB35FE Non-disclosable Under California Government Code § 6254 Page 3 of 16 or social equity business objectives, Connected SoCal and CATALYST shall first offer positions of employment at a new cannabis facility location to employees at locations that are already under covered by this Agreement as the Employer under this Agreement. ARTICLE II - UNION SHOP AND CHECK-OFF A. It shall be a condition of employment that all employees of the Employer covered by this Agreement who are members of the Union in good standing on the date of execution of this Agreement shall remain members in good standing and those who are not members on the date of execution of this Agreement, shall on the thirty-first (31st) day following the date of execution of this Agreement, become and remain members in good standing in the Union. It shall also be a condition of employment that all employees covered by this Agreement and hired on or after the execution shall, on the thirty-first (31st) day following the beginning of such employment, become and remain members in good standing in the Union. B. Upon written notice from the Union that an employee is not in good standing, the Employer shall notify the employee to that effect. If, within five (5) days of such notice, the employee fails to re-establish such good standing, the Employer will terminate said employee. C. When a position is to be filled, the Employer shall first notify the Union of the existence of such a position and provide members of the Union an equal opportunity to fill the position. The Employer retains the exclusive right to determine the competence and qualifications of the applicants and shall be free to select the applicant of his choice so long as he does not discriminate. D. The Employer will deduct from the wages of each regular employee and submit to the Union, the Union membership dues, initiation fees and voluntary political action contributions of each employee who individually and voluntarily authorized the Employer, in writing to make such deduction. E. The Employer shall notify the Union of all new hires and terminations within fifteen (15) days of the hire or termination. The notice of new hires shall include the employee’s name, hire date, home address, social security number, classification, work location, and starting rate of pay. ARTICLE III - PROBATIONARY PERIOD A. All employees shall be regarded as probationary employees for the first one-hundred twenty (120) days of employment, which may be extended at the discretion of the Employer for a period of thirty (30) additional days by providing notice to the employee and the Union prior to the expiration of the initial one-hundred twenty (120) day period. B. Upon successful completion of the probationary period, the employee’s seniority date will be recognized as their hire date. C. Regular part-time employees, defined as working less than thirty (30) hours per week, shall be covered by all the conditions set forth in the Agreement for permanent employees except that sick leave and vacation shall be figured on a pro rata basis consistent with the time regularly employed each week. DocuSign Envelope ID: 20EE36F0-D7B9-4404-BED7-E13788AB35FE Non-disclosable Under California Government Code § 6254 Page 4 of 16 ARTICLE IV - UNION REPRESENTATION A. The representative of the Union shall have the right to contact the employees at work with respect to this Agreement. Such activity by representatives of the Union shall not interfere with the normal operation of the Employer. B. The Employer shall recognize the shop steward and shall permit him or her to perform during working hours such of her Union duties as cannot be performed at other times. The Union agrees that such duties shall be performed as expeditiously as possible and the Employer agrees to allow a reasonable amount of time for such duties. Upon two (2) weeks’ notice to the Employer, one Steward per facility will be scheduled off to attend one (1) one-day stewards’ training seminar per calendar year. C. Upon request, the Employer agrees to provide the Union with a complete list of all bargaining unit employees, their work location, classification, and rates of pay, phone number, and mailing address. D. Upon hiring, new employees will be allowed a one-time twenty (20) minutes of paid time to meet with their Union representative for Union orientation. ARTICLE V - WORK RULES A. The Employer shall have the right to promulgate reasonable work rules. Prior to any new work rules becoming effective, a copy shall be provided to the Union and each employee. The Employer can implement the new rule; however, upon the Union’s receipt of the new rule, the Union shall have five (5) working days to grieve it. B. Transfers shall not require an employee to travel one way more than twenty five (25) miles between the employee’s residence and the new location. Notwithstanding the foregoing, reasonable expansion of this limits shall be allowed for temporary transfers such as vacation relief and cannabis facility openings. ARTICLE VI - SAFETY AND HEALTH A. The Employer agrees to make all reasonable provisions for the safety and health of employees during the hours of their employment. B. The Employer agrees to abide by all laws of the State of California pertaining to health and sanitation. C. In the event of a natural disaster, pandemic, or act of God (earthquake, flood, etc.), and the Employer may remain open and determines in its discretion to remain open, the Employer will discuss with the Union precautionary measures and potential hazard pay for employees. DocuSign Envelope ID: 20EE36F0-D7B9-4404-BED7-E13788AB35FE Non-disclosable Under California Government Code § 6254 Page 5 of 16 ARTICLE VII - HOURS OF EMPLOYMENT A. Basic Work Week. The regular workweek shall be defined as five (5) eight (8) hour days to be worked Monday through Sunday. Part-time employees may be hired based on the needs of the Employer but part-time work shall not be utilized to undermine full-time positions. B. Straight-Time Work Day. Eight (8) hours worked within nine (9) consecutive hours, with an uninterrupted meal period, shall constitute a straight-time day’s work. The meal period, shall be given not earlier than three (3) hours or later than five (5) hours from the starting time of the employee’s shift. The employer agrees that an unpaid lunch period of forty-five (45) minutes will be afforded to employees. If mutually agreed between the employee and the Employer, the employee may take a thirty (30) minute lunch. An eight (8) hour employee who is required to work in excess of five (5) hours without a meal period shall receive overtime pay from the end of the fifth (5th) hour until the meal period commences. Eight (8) hour employees who are required to work less than three (3) hours before commencing their lunch period shall receive overtime pay for the time between the start of their lunch period and the three (3) hour mark. C. Alternate Work Week. Upon mutual consent of the Employer and employee, employees may work four (4) ten (10) hour days. All work performed after ten (10) hours on any work day shall be paid at time and one half (1.5x). All work performed after twelve (12) hours on any work day shall be paid at double (2x) time. Unless otherwise agreed by the Employer and employee, during a holiday week, the schedule shall revert to five (5) eight (8) hour days. D. Holiday Work Week. In Monday through Sunday in which a holiday falls, the holiday workweek shall be defined as thirty-two (32) hours, consisting of four (4) eight (8) hour days, exclusive of the holiday. E. Overtime and Premium Pay. The overtime rate of pay of one and one half (1.5x) times the employee’s regular basic hourly rate of pay shall be paid for the following work: 1. Work in excess of eight (8) hours per day. 2. Work in excess of forty (40) hours per week. 3. Work on the seventh (7th) day in any work. 4. Work over four (4) days, excluding the holiday, in a week in which there is a paid holiday named in Article IX. F. Rest Periods. The Employer agrees that a rest period of two (2) ten (10) minutes shall be allowed each employee, each morning and afternoon for an eight (8) hour shift. All other shifts shall have one (1) fifteen (15) minute break. Rest periods shall be considered as time worked for the purpose of determining the workday. DocuSign Envelope ID: 20EE36F0-D7B9-4404-BED7-E13788AB35FE Non-disclosable Under California Government Code § 6254 Page 6 of 16 G. Split Shifts. No employee shall be required to work a split shift. In circumstances where an employee is sent home early due to lack of work and work will be available later the same day, the employee may voluntarily agree to work a split shift. A split shift is defined as any break in a work day of more than one (1) hour. H. Daily Guarantee. All employees shall be guaranteed at least two (2) hours pay per day when said employee shows up and is available to work as scheduled. I. Employee Work Schedule. The Employer shall post a work schedule specifying start and finish of shifts not later than 12:00 noon on Saturday for the workweek that begins the Monday after the following Saturday. Changes in the schedule after posting shall only be done by mutual agreement between the Employer and employees. ARTICLE VIII - WAGES A. The Employer agrees to pay not less than the minimum hourly wage scale in the Industry Experience Wage Chart contained in this Agreement. B. Nothing herein limits the right of the Employer to pay wage rates in excess of those provided for in the Industry Experience Wage Chart or to grant progression increases prior to the time provided for in the Industry Experience Wage Chart, except that such raises will form a new base time rate for the employee and will not alter said employee’s next scheduled progression increase. There shall be no reduction in the pay of any employee as a consequence of the negotiation of this Agreement. C. A designated weekly or bi-weekly payday shall be established. The Employer agrees to furnish each employee with a pay statement showing the name of the employee, period covered, total amount of wages paid, and all deductions made. An employee scheduled off on a payday shall be paid on his/her last scheduled working day before the payday, if checks are available. The Employer will provide employees with the option of direct deposit of paychecks to the UFCW Credit Union. D. Shift Supervisors shall receive a premium of per hour over the top rate of pay for their classification. Assistant Managers shall receive a premium of ) per hour over the top rate of their classification. E. A seasonal employee is one who works one hundred twenty (120) days a year, or less, for an employer with the express intent of utilizing the employee each calendar year, at approximately the same part to the year, such as growing seasons, summer seasons, and increased sales periods. Seasonal employees will be paid according to the wage scale in Appendix A. F. The cost of any bond or notarial commission required of employees who are covered by this Agreement shall be paid for by the Employer. G. Tips will be distributed to employees and will not be withheld by the Employer. H. If a new position is created or significant work is changed for a classification, the Employer will meet with the Union to discuss possible wage changes. I. Employees shall be eligible to purchase store products at a discount price; the Employer will DocuSign Envelope ID: 20EE36F0-D7B9-4404-BED7-E13788AB35FE Non-disclosable Under California Government Code § 6254 Page 7 of 16 continue with their current of practice and formula to apply employees discount. The Employer will meet with the Union if during the term of the agreement decides to modify the Employee discount program. J. When a budtender is assigned to reception they shall make a premium of an hour. K. At the time of hiring, the Employer will recognize employee prior industry experience acquired at cannabis facilities licensed by the State of California or licensed or with legal status (e.g., Proposition D in the City of Los Angeles) by a local jurisdiction. Only such experience stated on employee’s application and confirmed by the Employer with acceptable proof shall be credited. Employer has the discretion in determining in good faith what is applicable qualifying experience, but in a minimum should recognize employment at all other unionized cannabis facilities. New hires with at least one (1) year and no more than five (5) years of prior Industry experience and/or with a Union cannabis training certification shall be pay at no less than the twelve (12) months rate of pay. New hires with five (5) or more years of prior industry experience shall be pay at no less than the twenty-four (24) months rate of pay. ARTICLE IX - HOLIDAYS A. For all non-probationary employees the following days shall be observed as paid holidays: New Year’s Day Thanksgiving Day 4th of July Christmas Day Labor Day Floating Holiday (after 12 months of employment) With the exception of Christmas Day and New Year’s Day, if any of these holidays fall on a Sunday, such holiday shall be observed on the following Monday. Christmas Day and New Year’s Day shall be celebrated on December 25th and January 1st, respectively. The floating holiday shall be scheduled by mutual agreement of the Employer and employees. In the event that a holiday falls on an employee’s regularly scheduled day off, the employee shall be granted an additional day off with full pay, provided he/she has otherwise qualified for holiday pay. B. Holiday Premium Rate. Employees scheduled to work on a holiday shall be compensated at double (2x) time. C. Employees who work on a day in which the Employer offers promotions to celebrate the cannabis holiday 4-20 shall be paid one and one-half (1.5x) the employee’s straight-time hourly rate, but employees shall not be paid if they do not work. April 20th and any day in which the Employer offers promotions to celebrate the cannabis holiday 4-20 will not be considered a paid holiday for employees who do not work. DocuSign Envelope ID: 20EE36F0-D7B9-4404-BED7-E13788AB35FE Non-disclosable Under California Government Code § 6254 Page 8 of 16 D. Holiday Pay will be based on the employee’s straight-time hourly rate. Full-time employees shall be paid for eight (8) hours. Part-time employees shall be paid the average number of hours worked or paid per day in the most recent five (5) week period. The daily average will calculated based on a five (5) day workweek. In order to be eligible for holiday pay, employees must have worked his or her last regularly scheduled shift immediately before the holiday and immediately following the holiday, unless excused by the Employer. ARTICLE X - HEALTH AND WELFARE The Employer agrees to participate in and execute a UFCW National Health and Welfare Fund (Fund) Participation Agreement for the Universal Plan for health and welfare benefits (including dental and vision) for employees and their eligible dependents. The Employer will contribute towards the monthly cost of the benefits (medical, dental, and vision) and the employee will pay the remainder through payroll deduction from each paycheck. Employees working less than thirty (30) hours per week will pay of the benefit cost and the Employer will pay the remainder. Average hours will be based on hours worked during the past six (6) months, or for employees with less than six (6) months, the period of time they have been employed. Employees will be eligible for benefits shall begin on the first of the month following six (6) months of employment. Those employees currently participating in the Allied Trades fund will be transitioned over to the UFCW National Health and Welfare fund without any lapses in coverage. ARTICLE XI - RETIREMENT A. The Employer agrees execute a Participation Agreement for the UFCW 401(k) Plan and Trust for participation. The Employer will comply with all terms and conditions of the plan, including deducting from employee compensation the employee’s elective contribution to the plan or any loans, and forward the money in a timely manner to the Trust. B. For any employee that opens a ROTH IRA or IRA in a financial institution, the employer will match up to per year. The member must show proof in January of each year that they are actively participating in the retirement account in order to receive the money. This is not an accrued amount but a flat payment that is made each year. ARTICLE XII - SICK LEAVE A. Under the California Healthy Workplaces, Healthy Families Act of 2014 (HWHFA), which became effective July 1, 2015, employers are required to provide paid sick leave to workers in California. 1. Covered employees must work in California for thirty (30) or more days in a 12-month period for the same employer, regardless of whether they are full time, part time, temporary, or seasonal workers. DocuSign Envelope ID: 20EE36F0-D7B9-4404-BED7-E13788AB35FE Non-disclosable Under California Government Code § 6254 Page 9 of 16 2. Covered employees after ninety (90) days must accrue at least one (1) hour of sick leave for every thirty (30) hours worked; alternative accrual methods are acceptable as long as they comply with California law. Employees can accrue up to six (6) days of sick leave per year. 3. An employer must allow accrued unused paid sick leave to be carried over to the next year. The cap for the rollover is 48 hours or six (6) days. Any hours rolled over, exceeding forty- eight (48) hours, shall be paid to the employee on their anniversary date. When the employee is paid out, a minimum of three (3) days must be left in the sick bank. 4. The Employer may require a doctor’s note after the third (3rd) consecutive day of calling out sick. B. In the event of an on-the-job injury, the employee shall be paid for the remainder of the daily shift, not to be charged against sick leave account. This does not apply to employees who report to work but who must leave due to illness, personal emergency, or personal business. In these cases, employees could charge against sick leave account or, if appropriate, against vacation time or be docked. ARTICLE XIII - VACATIONS A. Any full-time employee continuously employed for one (1) year or more shall be entitled to a vacation of five (5) working days. Employees will be given eight (8) working days vacations after completion of two (2) years of continuous employment. Employees will be given ten (10) working days’ vacation after completion of three (3) years of continuous employment. Part-time employees shall receive pro-rated vacation according to this schedule. Any employee currently receiving more vacation than set forth above, shall not have his or her vacation reduced as a result of this provision. Employees will be allowed to roll over a maximum of (capped at) one (1) week per year. One (1) week vacation pay shall be computed at the employee’s average hours worked or paid for including vacation, holidays, and overtime, from last anniversary date to current anniversary date and shall be paid at the employee’s current rate of pay. Vacation will be paid the pay period prior to the vacation. B. Periods of absence from work because of sickness shall be considered as time worked in computation of the vacation credit, provided the employee given such leave shall return to work no later than the expiration date of said leave. C. Vacations shall be taken at a time mutually agreed upon by the Employer and the employee. Seniority shall be given full consideration in scheduling vacations. All other months and dates shall be available for vacations subject only to seniority in cases where more employees than can accommodated request the same week. D. A regular part time employee who works a minimum of eighty (80) hours per month shall be paid at scale on a pro rata basis consistent with length of employment with the Employer. DocuSign Envelope ID: 20EE36F0-D7B9-4404-BED7-E13788AB35FE Non-disclosable Under California Government Code § 6254 Page 10 of 16 ARTICLE XIV - LEAVE OF ABSENCE A. Employer agrees to grant leave of absences, for pregnancy or otherwise, to employees in accordance with the Federal and State statutes. A copy of the employer’s leave of absence policy shall be provided to the Union. B. Funeral and Bereavement Leave. In case of death in the immediate family (parents, brother, sister, grandparents, grandchildren, mother-in-law, father-in-law, brother-in-law, sister-in-law, spouse, domestic partner, children and any family member residing in employee's home), the employee shall be granted a leave of absence of three (3) days with pay. This leave is not to be charged against sick leave. When requested, the employee will provide documentation to claim benefits under this Section. C. Military Leave. The Employer agrees to comply with current federal laws relating to the discharged servicemen and women, including, but not limited to, their re-employment rights. D. An employee who has been granted a leave of absence in accordance with the provisions of this Article shall return to his regular job at the rate then current for the classification. E. Failure to return at the end of a leave of absence shall constitute cause for immediate termination. F. An employee in good standing with the Employer, whose acceptance of employment with the Union takes him from his employment with the Employer, shall, upon written request to the Employer by the Union, receive a leave of absence for the period of his service with the Union, of not less than thirty (30) days nor more than one (1) year. The Union’s request for such a leave of absence, and for the return of an employee to work at the conclusion of such a leave, shall each be served upon the Employer in question, in writing, a minimum of two (2) calendar weeks immediately preceding the date of the proposed commencement of the requested leave and the proposed return to work, respectively. Upon his or her return, he or she shall be reemployed at work similar to that in which he or she was engaged immediately prior to her or his leave of absence. During the period of the authorized leave of absence, the Union shall be obligated to make Pension and Health Care Trust Fund contributions and/or employer health care contributions on behalf of the involved employee. ARTICLE XV - JURY DUTY A. When a non-probationary employee is required to be in any court or courthouse for jury service and such service deprives said employee of pay that he/she otherwise would have earned, said employee shall receive pay for one (1) day of such service at the rate of eight (8) hours times the straight-time hourly rate, less any remuneration received for jury service. B. If an employee is excused from jury service on any scheduled day, i.e., Monday through Friday, he/she shall immediately report for work to complete the remaining hours of his/her scheduled work shift. Failure to so report shall disqualify an employee from any pay for jury duty for the day in question as long as the transportation time will permit him/her to return to work prior to two (2) DocuSign Envelope ID: 20EE36F0-D7B9-4404-BED7-E13788AB35FE Non-disclosable Under California Government Code § 6254 Page 11 of 16 hours before the end of the scheduled work shift. C. The Employer may require proof of attendance for jury service. Any employee making a false claim for jury duty pay shall be subject to discharge. D. An employee shall be eligible for jury duty pay for eight (8) total hours of jury duty service only during the life of this Agreement. Jury duty pay shall not be required for Grand Jury service. In the event an employee is called for a tour of duty during the term of this Agreement that would require service of more than eight (8) total hours, the Employer shall join the employee in seeking excuse from service if such service would cause financial hardship to the employee. ARTICLE XVI - DISCHARGE A. After completion of the employee’s probationary period, discharge shall be for just cause only. The Employer shall notify the employee and the Union of all terminations and the reasons therefore at the time of notification to the employee. B. Work Performance. The Employer shall have the right to discharge any employee for just cause. Any grievance relating to discharge shall be filed and processed in accordance with the Grievance and Arbitration Article of this contract. Employees who are discharged for incompetency or failure to perform work as required (including excessive absenteeism or excessive tardiness) shall first have had two (2) prior warnings in writing within twelve (12) months preceding the discharge for such incompetency or of related or similar failure to perform work as required, and be given the opportunity to improve his/her work. Employees and Union representatives will not be denied an opportunity to discuss warning notices with the Employer. Employees shall be required to sign or initial written warnings solely as an acknowledgement of the receipt thereof and such signature or initial shall not be construed as admission of guilt or the validity of the contents thereof. Warning notices must be sent to the union within seven (7) calendar days of the date it is presented to the employee. Warning notices not provided to the union in accordance with this section may not be used to support further discipline. C. On termination, an employee shall be paid such pro rata vacation for the period of time worked. D. Layoffs for reduction in work shall occur only at the end of the work week. E. An employee intending to resign shall give two (2) weeks’ notice of such intention prior to the effective date of the resignation. DocuSign Envelope ID: 20EE36F0-D7B9-4404-BED7-E13788AB35FE Non-disclosable Under California Government Code § 6254 Page 12 of 16 ARTICLE XVII - SENIORITY A. Definition: Seniority shall be defined as the length of continuous employment of an employee with the Employer. B. When it becomes necessary to lay off employees because of a reduction in the work load, seniority shall govern where fitness and ability are substantially equal. C. Seniority shall be taken into consideration with promotions, job assignments, vacations, scheduled hours, and time off. D. Continuous employment for the purpose of seniority shall be deemed broken for the following reasons: 1. If the employee quits; 2. If the employee is discharged and the discharge is not reversed through the grievance procedure; 3. If an employee, who has been laid off, fails to report within three (3) working days after being notified to report and does not give satisfactory reason; 4. If an employee has been laid off for six (6) consecutive months. ARTICLE XVIII - GRIEVANCES AND SETTLEMENT OF DISPUTE A. Any dispute, misunderstanding, differences, or grievances arising between the parties as to the meaning, interpretation, and application of the provisions of this Agreement, shall be processed in the following manner: 1. The grievance must first be presented to the Employer within ten (10) working days after the grievance occurs unless circumstances beyond the control of the aggrieved or the Union prevent such filing. 2. Either party may within fifteen (15) days submit the dispute to arbitration. 3. The Arbitrator shall be selected from an odd numbered list on a panel to be submitted by the U.S. Mediation and Conciliation Service. Names shall be stricken from the list by each party in turn with the first strike to be determined by the lot. The last name remaining shall be the mutually accepted Arbitrator. The Arbitrator shall consider the issue at his earliest convenience and render a decision within ten (10) working days following the date of the hearing. The Arbitrator’s decision shall be final and binding on all parties. The cost of the Arbitrator shall be equally shared. DocuSign Envelope ID: 20EE36F0-D7B9-4404-BED7-E13788AB35FE Non-disclosable Under California Government Code § 6254 Page 13 of 16 ARTICLE XIX - NO STRIKE OR LOCKOUT CLAUSE During the term of this Agreement, the Union agrees not to engage in any strikes or stoppage of work against the Employer and the Employer agrees not to engage in any lockout of its employees. ARTICLE XX - VALIDITY OF AGREEMENT Should any portion of this Agreement or any provision herein contained be rendered or declared invalid by reason of any existing or subsequently enacted legislation or by any decree of a Court of competent jurisdiction, such invalidation of such portion of this Agreement shall not invalidate the remaining portions hereof, and they shall remain in full force and effect. ARTICLE XXI - SUCCESORS and ASSIGNED This Agreement will bind all successors to the Employer. In the event of a sale of any of the Employer’s licensed cannabis business(es) covered by this Agreement, and/or in the event of a merger of the Employer, the Employer will require, as a term of the sale or merger, that the new successor Employer assume all terms of this Agreement and execute a copy of the Agreement with the Union, in which event the Employer’s assignor shall be relieved of its obligations hereunder to the extent that the assignor has fully transferred its rights, title, or interest to the operation and the Employer have satisfied all outstanding obligations to the Unions that arose prior to sale. ARTICLE XXII - UNION PRINCIPLES Wherever possible, the Employer agrees to utilize union services for printing, janitorial, repair, and other needs of the business. The Union agrees to assist the Employer in its efforts to make other labor organizations aware of the Employer’s commitment to union principles and to encourage members of those labor organizations to patronize unionized facilities. ARTICLE XXIII - DURATION This Agreement shall be in full force and effect from June 1, 2020 until midnight of May 31, 2022, and shall be automatically renewed, unless the Union or signatory Employer serves upon the other a sixty (60) day written notice of desire to modify, amend, or terminate this Agreement. [Signature page follows] DocuSign Envelope ID: 20EE36F0-D7B9-4404-BED7-E13788AB35FE Non-disclosable Under California Government Code § 6254 Page 14 of 16 SIGNATURE PAGE TO AGREEMENT between UFCW Union Local 324 and Connected SoCal and CATALYST (June 1, 2020 – May 31, 2022) IN WITNESS WHEREOF, each of the parties hereto has executed the Agreement as of the June 1, 2020. Connected SoCal and CATALYST: 562 Discount Med, Inc., a California corporation, d.b.a. Connected - Belmont Shore _____________________________________ Elliot Lewis, CEO & CFO _____________________________________ Bill Williamson, Secretary Alternative Therapeutic Solutions, Inc., a California corporation, d.b.a. Connected - Cherry _____________________________________ Elliot Lewis, CEO, Secretary, & CFO EEL Holdings LLC, a California limited liability company, d.b.a. Connected - Bellflower _____________________________________ Elliot Lewis, Managing Member HNHPC, Inc., a California corporation, d.b.a. Connected - Santa Ana _____________________________________ Elliot Lewis, CEO & CFO _____________________________________ Timothy Lewis, Secretary South Cord Management LLC, a California limited liability company, d.b.a. Connected SoCal _____________________________________ Elliot Lewis, Manager THE UNION: UFCW UNION LOCAL 324 _____________________________________ Matthew Bell, Secretary-Treasurer DocuSign Envelope ID: 20EE36F0-D7B9-4404-BED7-E13788AB35FE Non-disclosable Under California Government Code § 6254 Page 15 of 16 Connected SoCal and CATALYST, cont’d: South Cord Holdings LLC, a California limited liability company, d.b.a. CATALYST _____________________________________ Elliot Lewis, Manager Elliot Lewis, an individual _____________________________________ Damian Martin, an individual _____________________________________ Timothy Lewis, an individual _____________________________________ DocuSign Envelope ID: 20EE36F0-D7B9-4404-BED7-E13788AB35FE Non-disclosable Under California Government Code § 6254 Page 16 of 16 APPENDIX A - WAGES DocuSign Envelope ID: 20EE36F0-D7B9-4404-BED7-E13788AB35FE Non-disclosable Under California Government Code § 6254 Page 1 of 4 SECOND AMENDMENT TO AGREEMENT between UFCW Union Local 324 and Connected SoCal and CATALYST (June 1, 2020 – May 31, 2022) This second amendment (the “Second Amendment”) to the Agreement between UFCW Union Local 234 and Connected SoCal and CATALYST (June 1, 2020 – May 31, 2022) (the “Agreement”) is entered into as of September 9, 2020 (the “Amendment Effective Date”), by and between (i) 562 Discount Med, Inc., a California corporation, d.b.a. Connected - Belmont Shore, at 5227 2nd Street, Long Beach, CA 90803; (ii) Alternative Therapeutic Solutions, Inc., a California corporation, d.b.a. Connected - Cherry, at 3170 Cherry Avenue, Long Beach, CA 90807; (iii) EEL Holdings LLC, a California limited liability company, d.b.a. Connected - Bellflower, at 9032 Artesia Boulevard, Building B, Bellflower, CA 90706; and (iv) HNHPC, Inc., a California corporation, d.b.a. Connected - Santa Ana, at 2400 Pullman Street, Santa Ana, CA 92705 (collectively, the “Employer”), and UFCW Local 324, of the United Food and Commercial Workers International Union (the “Union”). RECITALS WHEREAS, on June 1, 2020, the Employer and the Union entered into the Agreement for, amongst other things, the collective bargaining with respect to rates of pay, wages, hours of employment, and other conditions of employment for an appropriate unit consisting of all regular full- time and part-time employees working at the Employer’s cannabis facilities within the respective jurisdictions of the Union’s Locals; WHEREAS, on August 28, 2020, the Employer and the Union entered into a first amendment (the “First Amendment”) to the Agreement to clarify provisions of the Agreement related to direct deposit, vacation pay, and health benefits; and WHEREAS, the Employer and the Union desire to further amend and modify the terms of the Agreement. NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, the Employer and the Union hereto do hereby agree as follows: 1. No Conflict. In the event that any term or provision in this Second Amendment conflicts with the terms of the Agreement or its First Amendment, the terms and provisions in this Second Amendment shall control. 2. Capitalized Terms. Any capitalized word utilized in this Second Amendment and not separately defined herein shall have that meaning ascribed to it in the Agreement and its First Amendment. 3. Ryan Cameron Rayburn Collective. The term “Employer” under the Agreement and its First Amendment shall also include Ryan Cameron Rayburn Collective, Inc., a California corporation, d.b.a. CATALYST - Eastside, at 2115 E. 10th Street, Long Beach, CA 90804. 4. No Further Modification. Except as expressly set forth in this Second DocuSign Envelope ID: 9595ADCA-6213-4BBE-A52E-1AB7ED186E45 Non-disclosable Under California Government Code § 6254 Page 2 of 4 Amendment, there shall be no further modification of the Agreement and its First Amendment without the express executed writing of the parties and all of the terms of the Agreement not expressly modified by this Second Amendment shall remain in full force and effect. 7. Counterparts. This Second Amendment may be executed and delivered in counterparts, each of which shall be deemed to be a duplicate original thereof. The parties contemplate that they may be executing counterparts of this Second Amendment transmitted by facsimile or electronic mail in PDF format and agree and intend that a signature by either facsimile machine or electronic mail in PDF format shall bind the party so signing with the same effect as though the signature were an original signature. [Signature page follows] DocuSign Envelope ID: 9595ADCA-6213-4BBE-A52E-1AB7ED186E45 Non-disclosable Under California Government Code § 6254 Page 3 of 4 SIGNATURE PAGE TO SECOND AMENDMENT TO AGREEMENT between UFCW Union Local 324 and Connected SoCal and CATALYST (June 1, 2020 – May 31, 2022) IN WITNESS WHEREOF, each of the parties hereto has executed this Second Amendment as of the Amendment Effective Date. Connected SoCal and CATALYST: 562 Discount Med, Inc., a California corporation, d.b.a. Connected - Belmont Shore _____________________________________ Elliot Lewis, CEO & CFO Alternative Therapeutic Solutions, Inc., a California corporation, d.b.a. Connected - Cherry _____________________________________ Elliot Lewis, CEO, Secretary, & CFO EEL Holdings LLC, a California limited liability company, d.b.a. Connected - Bellflower _____________________________________ Elliot Lewis, Managing Member HNHPC, Inc., a California corporation, d.b.a. Connected - Santa Ana _____________________________________ Elliot Lewis, CEO & CFO _____________________________________ Timothy Lewis, Secretary South Cord Management LLC, a California limited liability company, d.b.a. Connected SoCal _____________________________________ Elliot Lewis, Manager THE UNION: UFCW UNION LOCAL 324 _____________________________________ Matthew Bell, Secretary-Treasurer DocuSign Envelope ID: 9595ADCA-6213-4BBE-A52E-1AB7ED186E45 Non-disclosable Under California Government Code § 6254 Page 4 of 4 Connected SoCal and CATALYST, cont’d: Ryan Cameron Rayburn Collective, Inc., a California corporation, d.b.a. CATALYST - Eastside _____________________________________ Ryan Cameron Rayburn, CEO, Secretary, & CFO Elliot Lewis, an individual _____________________________________ Damian Martin, an individual _____________________________________ Timothy Lewis, an individual _____________________________________ DocuSign Envelope ID: 9595ADCA-6213-4BBE-A52E-1AB7ED186E45 Non-disclosable Under California Government Code § 6254 Section 2 – Social Policy & Local Enterprise Plan Appendix C – UFCW Local Endorsement Letter for EEL - Fresno LLC [Page intentionally left blank] December 4, 2020 City of Fresno Office of Cannabis Oversight 2600 Fresno Street Fresno, CA 93721 Dear City of Fresno, On behalf of more than 30,000 members of the United Food and Commercial Workers (UFCW) Local 8, we wish to express our strong support for Catalyst’s application for a cannabis retail permit with the City of Fresno. We are highlighting our support for Catalyst because of the company’s commitment to the safety of its employees and customers, the highest standards of regulatory compliance and, most of all, the compassion and care it has shown for communities in which they operate. Catalyst shares our vision of empowering and protecting employees. They have executed Collective Bargaining Agreements with the UFCW Local 8 and Local 324 and recently entered into a global Collective Bargaining Agreement which would apply to any retail store front opened under their name. Catalyst is committed to hiring locally and providing stable unionized jobs with beginning wages and benefits significantly above the industry average. Catalyst uses the benchmark for the definition of “living wage”: 200% of the Federal Poverty Level for a family of two ). Additionally, Catalyst offers employees the UFCW 401(k) Plan and Trust for participation and for any employee that opens a ROTH IRA or IRA, they will match up to per year. UFCW’s partnership with Catalyst raises standards for cannabis workers across California, and we are proud to represent the workers at the forefront of the legal cannabis industry. We strongly encourage the City of Fresno to select Catalyst. Thank you for your time and consideration. Regards, JACQUES LOVEALL CATALYST - FRESNO LLC, D.B.A. CATALYST - HIGHWAY 99 ATTN: ELLIOT LEWIS, OWNER / MEMBER & MANAGER 6700 PACIFIC COAST HIGHWAY, STE. 220, LONG BEACH, CA 90803 PHONE: (562) 370-3780 | EMAIL: ELLIOT.LEWIS.CEO@SOUTHCORDHOLDINGS.COM Page 1 of 22 Neighborhood Compatibility Plan for Catalyst - Fresno LLC, d.b.a. Catalyst - Highway 99 Introduction & Executive Summary Catalyst - Fresno LLC, d.b.a. Catalyst - Highway 99 (our “Company”), through its Owners / Members and officers has an unmatched track record of successful and timely development, establishment, and operation of cannabis businesses—in particular cannabis retail businesses— throughout the State of California and starting into the rest of the United States (“U.S.”). Our Company’s Owners / Members are a team of experienced professionals and stalwarts of the cannabis industry that include: (i) the owners and operators of one of the largest and most successful cannabis business portfolios in California and the U.S., (ii) one of the most experienced and knowledgeable directors of operational regulatory compliance in the entire cannabis industry, (iii) one of the most successful and established real estate professionals in the entire cannabis industry, (iv) a licensed and practicing medical doctor on the cutting edge of researching and developing verifiable medicinal and therapeutic uses of cannabis, and (v) an established community leader that has worked with SEIU 121RN, SEIU-UHW, Opportunity PAC, and the California Legislature that led the 2019 election campaign for the first Latina elected to the Riverside City Council. Through its Owners / Members and officers, our Company will bring the Catalyst brand to western Fresno (“Fresno” or the “City”) off of Highway 99 and operate an all- inclusive, elevated cannabis retail business that is custom-tailored and completely integrative and symbiotic with the local neighborhood. On that note, Catalyst - Highway 99’s motto and business model is “Weed for the People”. “Weed for the People” is all encompassing way of life for our business that reflects how our Company treats its customers, its employees, and the local community. For our customers, “Weed for the People” means that our Company will offer the best selection of cannabis and cannabis products at the best price in town. For our employees, “Weed for the People” means that our Company will operate under its Global Collective Bargain Agreement (“CBA”) with the United Food & Commercial Workers International Union (“UFCW”) (locally in Fresno with UFCW Local 8) and offer the cannabis industry’s best wages, employee relations, and benefits (specifically targeting residents of Fresno for employment positions) with employees actively engaged in the local community as firm believers in our “Weed for the People” business model. For the Fresno local community, “Weed for the People” means that our Company is fully engaged and integrated with its neighbors and neighboring businesses with a robust Social Policy & Local Enterprise Plan and Community Benefits & Investments Plan and a dedicated Community Liaison to provide educational services, conservational efforts, employment opportunities, financial donations to the community. Stated other ways, “Weed for the People” means that our Company (i) and its mission are much bigger than simply being a business motivated by a drive for profit to its owners and (ii) strives to be a source of good for all the People of Fresno with the idea being that our Company Section 3 – Neighborhood Compatibility Plan Page 2 of 22 considers the City of Fresno and its local community to be a partner in our Company’s cannabis retail business. Accordingly, our Company will manage its operations in a manner that curbs any potential nuisance or detriment to the public health, safety, convenience, and welfare of people residing, working, visiting, or recreating in the area and the larger community. The following policies— which together constitute our “Good Neighbor Policy”—are in place to demonstrate how we as a business will achieve this objective and how we will manage our staff and operations to minimize and remove any and all negative impacts. I. Nuisance Mitigation & Neighborhood Protection Our Company will establish and operate a cannabis storefront retailer at 2250 N. Weber Avenue, Fresno, CA 93705 (the “dispensary”), pursuant to a Commercial Cannabis Business Permit issued by the City. At a high-level, the Company will conduct the following activities as part of its dispensary operation: (i) our Company will purchase, from licensed distributors, finished cannabis and cannabis products (“cannabis products”) that have undergone the quality assurance, inspection, and testing procedures contained in Section 26110 of the California Business and Professions Code (the “B&P Code”) and (ii) our Company will offer cannabis products for retail sale to customers and patients (“customers”) at the dispensary and via delivery vehicles from the dispensary. I.A Location Selection & Neighborhood Context Our Company’s Owners / Members are experienced real estate developers and owners and operators of active cannabis storefront retailers with outstanding reputations in their local communities. As a result, our Company takes the position that neighborhood compatibility starts with site selection, and has appointed Owner / Member, Timothy Lewis, a licensed real estate agent (CA DRE #01877026) that has been involved in 1,000-plus real estate transactions, as our Real Estate Development Officer. Per the Neighborhood Context Maps below in Section VII, the proposed location for our Company’s dispensary at 2250 N. Weber Avenue is a vacant building that used to house a nightclub immediately off Highway 99 at the eastbound Clinton Avenue exit at the intersection of N. Weber Avenue. 2250 N. Weber Avenue is located in the City’s CC (Commercial Community) zoning district and is not located within the 800-foot radius of any sensitives uses such as schools, daycares, or youth centers. 2250 N. Weber Avenue is surrounded by other commercial businesses, parking lots, streets, fencing, and landscaping that insulate 2250 N. Weber Avenue from residential uses in the area. 2250 N. Weber Avenue, Fresno, CA 93705, is presently going through a redevelopment that will involve the complete reconstruction of a shopping center at 2250 N. Weber Avenue & 1839-1843 W. Clinton Avenue, Fresno, CA 93705, and the replacement of vacant buildings to construct an integrated, modern shopping center consisting of best-in-class retail and service businesses such as AutoZone (which has already signed a lease for 1839-1843 W. Clinton Avenue) and our Company, which has already signed a lease for 2250 N. Weber Avenue. Overall, our Company’s dispensary is totally complimentary to this commercial area off the eastbound Clinton Avenue exit of Highway 99, and Catalyst - Highway 99 will be a centerpiece and catalyst (pun intended) for the complete reconstruction of the shopping center, and in particular 2250 N. Weber Avenue, which is presently vacant. Section 3 – Neighborhood Compatibility Plan Page 3 of 22 I.B Nuisance Mitigation & Consumer Protection Practices As part of our Company’s Good Neighbor Policy, the dispensary shall implement and enforce the following operational requirements to prevent its cannabis dispensary from becoming a public nuisance: • An Onsite Manager to whom emergency notice can be provided shall be present in the dispensary at all times during hours of operation. Our Company will also provide employees, the City, and local business and residents with the name and telephone number of an Owner or Manager to whom emergency notice may be provided twenty-four (24) hours a day. Contact information for our Company’s Onsite Manager(s) and community relations contact (“Community Liaison”) shall be made readily available both via our Company’s website and on file with the City and State. • Our Company will provide the City and all businesses and residences located within 1,000 feet of the dispensary premises with the name, telephone number, and email address of a designated Community Liaison to whom notice of problems associated with the business can be provided. The Community Liaison shall respond to any such complaints within forty-eight (48) hours of receipt of any complaint. • Our Company shall prominently display a copy of its State and City-issued permits in a conspicuous location visible and accessible to customers and the public. • At no time shall any of the following items be allowed in the dispensary or on the property grounds: (i) any controlled substance, other than cannabis; (ii) any paraphernalia used for the ingestion of any type of controlled substance, including cannabis (except for cannabis accessories for incidental retail sale to customers); (iii) alcoholic beverages; or (iv) firearms, except in strict compliance with federal, State, and City laws and regulations. These prohibitions will be strictly enforced by employees and security personnel. • All cannabis products sold by our Company shall be cultivated, manufactured, and transported by licensed facilities that maintain operations in full conformance with State and local regulations; to track and report on all aspects of the cannabis outlet, our Company shall have in place a point-of-sale or management inventory tracking system, which shall have the capability to produce historical transactional data for review and shall be in compliance with the State’s track-and-trace system, METRC. • Our Company shall not sell alcoholic beverages or tobacco at the dispensary and shall prohibit the smoking, vaporization, ingestion, or consumption of alcohol, tobacco, or cannabis in any form at the dispensary and on the dispensary premises. No employee shall be under the influence of alcohol or drugs while on the dispensary premises. • Our Company shall not have an onsite physician for the purpose of evaluating patients for issuance of a medicinal cannabis recommendation or identification card nor shall our Company give or offer to give any form of remuneration to a physician if the physician or Section 3 – Neighborhood Compatibility Plan Page 4 of 22 his or her immediate family have a “financial interest” (as that term is defined in Section 650.01 of the California Business and Professions Code (“B&P Code”) in our Company or its cannabis outlet. • Our Company shall not distribute any form of advertising for physician recommendations for medicinal cannabis unless the advertisement bears the notice contained in Section 2525.5 of the B&P Code. • Our Company shall not hire to employ any person under 21 years of age at the dispensary. Our Company shall not allow any individual under the age of 21 in the dispensary unless the individual has a medical recommendation and is over the age of 18. • Our Company shall not discriminate or exclude patrons in violation of local, State, or federal laws and regulations. • Our Company shall ensure that no outdoor storage of cannabis or cannabis products occurs at the dispensary at any time and shall ensure that cannabis or cannabis products, or graphics depicting cannabis or cannabis products, shall not be visible with the naked eye from the exterior of the dispensary or from any public or other private property owned or controlled by our Company. • Our Company shall ensure outdoor trash receptacles shall be available near the entrances to and exits of the dispensary, and the dispensary shall be continuously maintained in a safe, clean, and orderly condition with twice daily litter pick‐up within 50 feet of the dispensary. Such litter pick‐up shall include inspections for graffiti, which shall be removed within 24 hours of detection. • Our Company shall ensure that all areas recorded by the video surveillance system shall at all times have adequate lighting to allow the surveillance cameras to effectively record images. • All exterior windows, doors, loading and unloading docks or bays, and any points of ingress or egress into the dispensary shall be secured from unauthorized entry by commercial grade, nonresidential locks, and in a manner approved by the Fresno Police Department. The exterior of each of the foregoing areas shall be illuminated during evening and early morning hours. The ingress and egress points of any storage areas for cannabis or cannabis products shall be locked and secured at all times, and under the control of and accessible only by our Company’s authorized personnel. • All waste generated by or resulting from commercial cannabis activities shall be disposed of as required by law, and pending disposal shall be stored in a locked and secure area that is under the control of and accessible only by our Company’s authorized personnel. • Our Company shall employ odor control devices and techniques to ensure that odors from cannabis and cannabis products are not detectable offsite of the dispensary. Section 3 – Neighborhood Compatibility Plan Page 5 of 22 • Signage for the dispensary shall comply with the Fresno Municipal Code, including, but not limited to, seeking the issuance of a sign permit, if required. • Our Company shall notify customers of the following verbally (or by written agreement) and by posting of a notice or notices in a minimum of 24-point font conspicuously within the dispensary: o “The sale or diversion of cannabis or cannabis products without a license issued by the City of Fresno is a violation of State law and the Fresno Municipal Code.” o “Secondary sale, barter, or distribution of cannabis or cannabis products purchased from a licensee is a crime and can lead to arrest.” o “Customers must not loiter in or near these premises and may not consume cannabis or cannabis products in the vicinity of this business or in any place not lawfully permitted. These premises and vicinity are monitored to ensure compliance.” o “WARNING: The use of cannabis or cannabis products may impair a person’s ability to drive a motor vehicle or operate heavy machinery.” o “CALIFORNIA PROP. 65 WARNING: Smoking of cannabis and cannabis- derived products will expose you and those in your immediate vicinity to cannabis smoke. Cannabis smoke is known by the State of California to cause cancer.” • Our Company shall prevent loitering within 50 feet of the dispensary; our Company shall take all reasonable steps to discourage and correct conditions that constitute a nuisance in parking areas, sidewalks, alleys and areas surrounding the dispensary and adjacent properties during business hours. “Reasonable steps” shall include immediately calling the Fresno Police Department upon observation of the activity and requesting that those engaging in activities that constitute a nuisance or are otherwise illegal to cease those activities, unless personal safety would be threatened in making the request. Our Company will post 12” x 12” signs at entrances, exits, parking lots, and other conspicuous places stating, “LOITERING, PUBLIC DRINKING, OR PUBLIC SMOKING, VAPING, INGESTING OR OTHERWISE CONSUMING CANNABIS ON THE PREMISES OR IN THE AREAS ADJACENT TO THE PROPERTY IS PROHIBITED; NO ONE UNDER THE AGE OF TWENTY-ONE SHALL BE PERMITTED WITHIN THE PREMISES EXCEPT A QUALIFIED PATIENT OVER THE AGE OF EIGHTEEN”. • 12" x 12" signs will be posted in conspicuous places in- and outside of the dispensary stating, “THESE PREMISES ARE BEING DIGITALLY RECORDED; ALARM MONITORED”, notifying the public that the surveillance cameras and alarm monitoring system is operative and is actively monitoring. A visual presentation of our Company’s nuisance mitigation practices can be seen in the architectural renderings presented below. A more detailed discussion on specific nuisance mitigation practices follows the architectural renderings. Section 3 – Neighborhood Compatibility Plan Page 6 of 22 Section 3 – Neighborhood Compatibility Plan Page 7 of 22 I.B.1 Customer & Patient Policies Agreement Our Company believes each customer and patient acts as an ambassador for our entire cannabis dispensary as well as the cannabis community and the City of Fresno. We want our customers to feel cared for, to be recognized as important to society, and to leave our dispensary inspired to be a positive voice for cannabis and the local community. We have developed the below policies to maintain strong relationships with our surrounding neighborhood and to ensure that all of our customers are treated with respect and dignity. Each customer is required to comply with these policies and our Company reserves the right to refuse service for any violations with no warnings or second chances. These policies will be posted prominently in the lobby and retail sales area and each customer will need to sign a statement agreeing to adhere to these policies. • Customers and patients agree to turn phones, video gaming devices, or other electronics to “silent” or “vibrate”, and to refrain from making or receiving calls while on the sales floor. • Customers and patients agree that they will not use any electronic communication or recording devices while in the dispensary. • Customers and patients may not take photographs or record video or audio on the premises without consent from an authorized employee. • Customers are required to carry valid, government-issued identification and patients must provide proof of their status as a valid California qualified patient or primary caregiver whenever they are visiting the dispensary. • All cannabis obtained through the dispensary is for the personal use of the customer or patient and may not be resold or distributed under any circumstances. • Customers and patients shall be respectful of the neighborhood where the dispensary is located. No loitering, loud music, littering, posting, or soliciting is allowed on or in the vicinity of the dispensary. • Customers and patients and staff are to treat each other with respect and courtesy at all times; offensive, abusive and/or threatening language and/or behavior is prohibited. • Customers and patients are not to bring and/or use alcohol, illegal drugs, or weapons inside or around the dispensary. • Customers and patients are not to misrepresent our Company by posting stickers, posters, or any other materials in any public spaces. • Guests other than prospective customers or patients are prohibited from the dispensary and premises; each customer or patient is responsible for guest behavior at all times on or in the vicinity of the dispensary. • No consumption of cannabis is allowed on or in the vicinity of the dispensary. Section 3 – Neighborhood Compatibility Plan Page 8 of 22 • Customers and patients are limited to one visit per day at the dispensary. • Only qualified service animals are allowed inside the dispensary; all other pets are not allowed. • All cannabis and cannabis products shall be kept in opaque exit packaging and out of sight before leaving the dispensary. • Customers and patients shall be friendly and are encouraged to support our neighbors with patronage. • In case of an emergency (law enforcement action, fire, power outage, etc.) customers and patients are to stay calm and follow instructions from the staff. I.B.2 Noise Preventative Measures To comply with Article 1 of Chapter 10, Noise Regulations, of the City of Fresno Municipal Code, our Company will abide by the following regulations. • Our Company will not exceed 65 decibels (“dBa”) for exterior sounds that may be emitted from the dispensary during business hours and no more than 60 dBa when the business is closed. Our Company will make sure interior sounds do not exceed 50 dBA. • Within the area of the dispensary, our Company will not create, maintain, cause or allow any sound on the property which causes the above sound level, when measured on any other property, to exceed: (i) The allowable exterior sound level for a cumulative period of more than 30 minutes in any hour; (ii) the allowable exterior sound level plus five dBA for a cumulative period of more than 15 minutes in any hour; (iii) the allowable exterior sound level plus ten dBA for a cumulative period of more than five minutes in any hour; (iv) the allowable exterior sound level plus 15 dBA for a cumulative period of more than one minute in any hour; or (v) the allowable exterior sound level plus 20 dBA for any period of time. In the event the ambient sound level exceeds any of the first four sound level categories above, the dispensary will allow the exterior sound level applicable to the category to be increased to reflect ambient sound level. • If the sound level is continuous and goes beyond the reasonably allotted time, security will work with the Onsite Manager to make sure the noise is discontinued or stopped for a time period to the allowable exterior and interior sound level. • Sounds associated with the maintenance of the dispensary will be exempt from the above measures, but our Company will ensure these activities occur between the hours of 7:00 a.m. and 6:00 p.m. every day. Relatedly, sounds associated with the maintenance and inspection of emergency machinery, vehicle, work, or alarm will only occur between the hours of 7:00 a.m. and 6:00 p.m., Monday through Friday. Section 3 – Neighborhood Compatibility Plan Page 9 of 22 • If our Company receives noise complaints that are deemed outside of the parameters of the above, we will give all neighboring businesses the Onsite Manager’s information to whom notice can be provided, as well as the name and telephone number of an Owner or Manager of our Company. If our Company receives the complaint, we will immediately address the problem within the hour. I.B.3 Lighting Measures Outdoor lighting systems shall be designed and installed to comply with the following: • The minimum requirements in the California Energy Code for Lighting Zones 1-4 as defined in Chapter 10 of the California Administrative Code; • Backlight, Uplight, and Glare (“BUG”) ratings as defined in IES TM-15-11; and • Allowable BUG ratings not exceeding those listed in the City Municipal Code. The only exceptions to the above outdoor lighting system requirements will be the following: • Luminaires that qualify as exceptions in Section 140.7 of the California Energy Code; • Emergency lighting; • Building façade lighting meeting the requirements in Table 140.7-B of the California Energy Code, Part 6; and • Custom lighting features as allowed by the local enforcing agency. For both interior and exterior lighting, our Company shall utilize best management practices and technologies for reducing glare, light pollution, and light trespass onto adjacent properties, and shall ensure compliance with the following standards: • Exterior lighting systems shall be provided for security purposes in a manner sufficient to provide illumination and clear visibility to all outdoor areas of the dispensary, including all points of ingress and egress. Exterior lighting shall be stationary, fully shielded, directed away from adjacent properties and public rights of way, and of an intensity compatible with the neighborhood. All exterior lighting shall be California Building Code and Fresno Municipal Code compliant. • Outdoor lighting shall utilize energy-efficient fixtures/lamps, such as high-pressure sodium, hard-wired compact florescent, or other lighting technology that is of equal or greater energy efficiency. • Interior light systems shall be fully shielded, including adequate coverings on windows, to confine light and glare to the interior of the structure. The windows will also be tinted to help reduce light trespassing. Section 3 – Neighborhood Compatibility Plan Page 10 of 22 To help ensure that our Company receives light pollution complaints that are deemed outside of the parameters of the above, we will give all neighboring businesses our Company’s Community Liaison information to whom notice can be provided, as well as the name and telephone number of an Owner or Manager of our Company. If our Company receives the complaint, we will look to address the problem within forty-eight (48) hours. I.B.4 Vehicle Traffic The new 2250 N. Weber Avenue will sit on a parking lot comprised of over 45 parking spaces: Per Section 15-2409 of the Fresno Municipal Code, “All Other Retail Sales Subclassifications” (which includes both the proposed dispensary and other shopping center uses, in particular AutoZone who will occupy 1839-1843 W. Clinton Avenue) are required to provide at least 1 parking space per 450 square feet of floor area. The proposed buildings on 2250 N. Weber Avenue and 1839-1843 W. Clinton Avenue total 13,602 square feet, which would require 32.23 parking spaces. Accordingly, the proposed 45 parking spaces on the premises well exceeds the requirements, and our Company does not anticipate any issues with its neighboring businesses in terms of parking or with increased vehicle traffic from customers and patients coming to visit the dispensary. Should an issue arise, our Company will have Onsite Managers work with our Company’s Community Liaison to help work through any parking and traffic mitigation. I.B.5. Pedestrian Traffic Our Company will look to have all pedestrian traffic housed inside the Lobby and Retail-Buy Room. As seen in the diagram below, our Company will be able to have 16 customers waiting in the Lobby and will have no more than three customers for every one employee in the Retail-Buy Room, with a maximum allowed of 21 customers given the seven Point-of-Sale Stations. Section 3 – Neighborhood Compatibility Plan Page 11 of 22 In order to mitigate loitering and pedestrian overflow, we will be offering express pick-up orders, which will help keep the flow of pedestrian traffic running smoothly and efficiently. The following describes the process that our customers and patients will go through when entering the dispensary: • Customers enter the dispensary via the Lobby, and our Company’s Reception employees verify the age and status of customers. • Validated customers enter the Retail-Buy Room and (i) interact with our Company’s employees, (ii) observe securely displayed cannabis and cannabis products, and (iii) have limited and/or supervised interaction (touching, smelling, etc.) with securely displayed cannabis and cannabis products. • Validated customers (i) purchase and take possession of processed orders of cannabis products at the Product Point-of-Sale Stations or (ii) return cannabis products that may be adulterated to our Company at the Product Point-of-Sale Stations. • After finishing their business purpose for visiting the dispensary, customers are securely allowed to exit the dispensary at the direction of our Company’s employees. Our security guard will also take a walk around the building every hour to ensure no loitering is occurring, as well as to ensure that no customers are inhibiting other pedestrians from being able to leave the premises or to go to the other businesses in the area. If there is no room in the Lobby, staff will ask customers who are willing to wait to provide us with their phone number and to wait in their vehicle. We will then call them when it is time for them to enter the dispensary. II. Odor Mitigation Plan Our Company shall have an air treatment system professionally installed and properly maintained to ensure there is not cannabis odor detectable from adjacent properties or the community. The main, and likely only, potential source of odor at the dispensary will be the cannabis products. The air treatment system will consist, as described below, of carbon filtration on the exhaust side of Section 3 – Neighborhood Compatibility Plan Page 12 of 22 the ventilation system and negative pressurization of the dispensary in relation to the exterior ambient condition. Employees, customers, and patients shall immediately report odor to management, who will then take corrective action such as implementing upgrades to the system, to the dispensary, or to the internal handling process of product within the dispensary to further deter odors. II.A Air Filtration Systems An exhaust and ventilation system shall be utilized to prevent both off-site odors and odors within the dispensary areas. The dispensary’s operations shall not create dust, noxious gasses, odor, smoke, unsafe conditions, or other impacts that create a public nuisance or adversely affect the health or safety of the nearby residents or businesses. The industry standard for air filtration calls for an activated carbon filtration system, photo catalytic oxidation (“PCO”), or a similar air- scrubber system. These systems greatly reduce, and often eliminate, the odors that can be associated with cannabis products. For the proposed dispensary, the configuration and design of the filtration system will be finalized during the building permit phase to allow for City input, thereby ensuring that the proper system is utilized. The filtration system ultimately installed will ensure that odors from cannabis are mitigated in the following locations: (i) off-site; (ii) adjacent properties; (iii) any public rights-of-way; and (iv) common tenant areas. Plans for our Company’s odor-combatting filtration system will be submitted to the City for approval, and our Company will schedule an audit with the City within thirty (30) days of commencing operations at the dispensary to confirm compliance with approved plans. The above Neighborhood Compatibility Schematic contains a schematic type diagram of how the air-scrubbing filtration system works to remove unwanted odors and impurities. The system creates negative pressure between the dispensary interior and exterior, thus keeping any odors inside the dispensary and not detectable from the outside. Meanwhile, a carbon-zeolite mixture and a true medical HEPA filter absorb and remove and odors and gases. II.B General Odor Control Measures and Maintenance The dispensary shall incorporate and maintain adequate odor control measures such that the odors of cannabis cannot be detected from outside of the structure in which the business operates. Our Company will regularly inspect and maintain its air filtration system to ensure that the odor mitigation system remains functional. Our Company will also train staff in procedures and protocols for air quality and odor control, including procedures to implement when odors above baseline are detected, appropriate emergency response procedures for potentially harmful or noxious odors, best practices for minimizing the release of odors outside the dispensary and for ensuring proper ventilation, and practices to ensure that the filtration system is on and functioning properly. The odor mitigation systems and plans will be updated regularly to maintain consistency with accepted and best available industry-specific technologies designed to effectively mitigate cannabis odors. II.C Specific Commercial Cannabis Air Quality Measures Within the Retail-Buy Room, the only potential odor concerns our Company anticipates are those from the cannabis products themselves. Our Company’s dispensary will utilize technology, such Section 3 – Neighborhood Compatibility Plan Page 13 of 22 as double-sealed doors and an air-scrubbing carbon unit, that will remove most if not all of the odors from the area. To further reduce cannabis odors, all cannabis products will be stored in sealed packages, as required by State law, apart from the small quantity used for display purposes. II.D Dispensary Ventilation Requirements All areas of the dispensary shall have sufficient ventilation to facilitate proper cannabis products storage and to provide a reasonable condition of comfort for each employee, consistent with the job performed by the employee. Restrooms shall be vented to the outside air by means an openable, screened window, an airshaft, or a light-switch activated exhaust fan, consistent with the requirements of local building codes. II.E Staff Training All employees shall be trained on how to detect, prevent, and remediate odor outside the dispensary and all corrective options outlined herein. Should complaints about objectionable off-site odors be received, the complaints shall be recorded and staff will be trained to take the following steps: (i) Investigate the likely source of the odor; (ii) utilize on-site management practices to resolve the odor event; (iii) take steps to reduce the source of objectionable odors; (iv) determine if the odor traveled off-site by surveying the perimeter and making observations of existing wind patterns; and (v) document the event for further operational review. If staff is unable to take steps to reduce the odor-generating source, they are to immediately notify the Onsite Manager, who shall create a proper solution, if applicable. If necessary, our Company shall re-engage a licensed certified engineer to review the issue and make recommendations for corrective action(s). II.F Odor Detection Documentation The Odor Detection Form (Section VIII) shall be provided to those who suspect objectionable odors emanating from inside the dispensary. The Odor Detection Form will be made available on- site by request. Our Company shall maintain records of all odor detection notifications and/or complaints that will include the remediation measures employed. The records shall be made available to the City upon request and maintained for a period of not less than seven (7) years. III. Waste Management Plan Our Company shall destroy cannabis waste and by-products using a third party waste hauler or by making arrangements with a licensed distributor to have cannabis products destroyed under the following circumstances: (i) If the cannabis products went unused; (ii) if internal quality control assessments determine that the cannabis products are unusable; (iii) if the cannabis products are subject to recall; or (iv) if the cannabis products have been returned to our Company. The Onsite Manager will log the following information into the waste management log before putting the prospective waste into the third-party waste hauler’s bin: • Name and type of the cannabis goods; • Unique identifier of the cannabis goods; Section 3 – Neighborhood Compatibility Plan Page 14 of 22 • Amount of the cannabis goods, by weight or count; • The total wholesale cost of the cannabis goods, as applicable; • The date the product was put into the waste bin; and • Name and license number of the distributor involved in the activity or transaction. Our Company shall ensure that the third-party waste hauler transforms the cannabis products into cannabis waste by rendering them non-retrievable. “Non-retrievable” means that the cannabis products have been rendered unrecognizable and unusable for all practical purposes. The rendering of the cannabis products into cannabis waste shall be recorded by video camera on site. Following the destruction of any cannabis products, an inventory record shall be generated from the third-party waste hauler with the following information: • The reason the cannabis products were destroyed; • The manner in which the cannabis and cannabis products were destroyed; • The amount of cannabis products destroyed; • The date and time upon which the cannabis products were destroyed; and • Those persons present during the destruction of the cannabis products. III.A Disposal of Cannabis Waste Our Company shall use Cannabis Waste Solutions, (“CWS”) a full-service waste management solution, as the third-party waste hauler for the collection and disposal of cannabis waste. All authorized staff will be trained both to use our own internal waste management procedures and to follow CWS’s Standard Operating Procedures included as part of the service agreement. Our Company shall ensure that CWS performs the disposal of cannabis products in the dispensary pursuant to the following operational procedures: • Our Company’s Onsite Managers, along with at least one other personnel authorized to handle cannabis products acting as witness, shall be present prior to the destruction of any cannabis products. • Before the actual destruction of any cannabis products, the general manager and other authorized personnel shall photographically depict the cannabis products as originally packaged. • After photographically depicting the cannabis products as originally packaged, CWS shall transform the cannabis products into a cannabis waste by rendering the cannabis products non-retrievable. Section 3 – Neighborhood Compatibility Plan Page 15 of 22 • “Cannabis waste” means waste that is not hazardous waste that contains cannabis and that has been made non-retrievable. “Non-retrievable” means that the cannabis and cannabis products have been rendered unrecognizable and unusable for all practical purposes. • The rendering of cannabis and cannabis products into cannabis waste shall be recorded on the video surveillance system. III.B Storage of Cannabis Waste CWS will provide a secured lockable storage bin for all waste earmarked for destruction. The bin is designed to ensure that with proper use, no cross contamination will affect cannabis products available for retail sale. As needed, our Company will arrange secured pick up for cannabis waste. Our Company expects minimal cannabis waste and will arrange a monthly pick up as needed with CWS. The Cannabis Waste bin will be located and kept in the secure storage room, a limited access area that can only be entered by authorized personnel using a security keycard, and a camera will be directly aimed at the bin in order to monitor any possible tampering. IV. Cannabis Product Recall Our Company shall recall any cannabis products sold by our Company if the any of the following are true: (i) The manufacture, distribution, or sale of the cannabis product creates or poses an immediate and serious threat to human life or health and (ii) other procedures available to remedy or prevent the occurrence of the situation would result in an unreasonable delay. IV.A Misbranded Cannabis Products Our Company shall consider finished cannabis products “misbranded” if there exists any of the following: (i) Labeling that is false or misleading or (ii) labeling or packaging that does not conform to the requirements of applicable laws set forth by the Department of Public Health Office of Manufactured Cannabis Safety or the local jurisdiction. IV.B Adulterated Cannabis Products Our Company shall consider finished cannabis products “adulterated” if there exists any of the following: • They have been produced, prepared, packed, or held under unsanitary conditions in which they may have become contaminated with filth or in which they may have been rendered injurious; • They consist in whole or in part of any filthy, putrid, or decomposed substance; • They bear or contain any poisonous or deleterious substance that may render them injurious to users under the conditions of use suggested in the labeling or under conditions as are customary or usual; Section 3 – Neighborhood Compatibility Plan Page 16 of 22 • They bear or contain a substance that is restricted or limited under applicable law and the level of substance in the product exceeds the limits specified in the applicable law; • Their concentrations differ from, or their purity or quality is below, that which they are represented to possess; • The methods, facilities, or controls used for their manufacture, packing, or holding do not conform to, or are not operated or administered in conformity with, practices established by applicable law to ensure that the cannabis products meet the requirements of applicable law as to safety, have the concentrations they purport to have, and meet the quality and purity characteristics that they purport or represent to possess; • Their container is composed, in whole or in part, of any poisonous or deleterious substance that may render the contents injurious to health; or • A substance has been mixed or packed with them after testing by a testing laboratory so as to reduce their quality or concentration or if any substance has been substituted, wholly or in part, for the edible cannabis product. IV.C Recall Procedures In the event of a recall, the Onsite Manager shall initiate and coordinate all recall activities and be the point of contact for the implementation of all recall procedures. The Onsite Manager will also coordinate with upper management, who will reach out to the Bureau of Cannabis Control and any other relevant regulatory or law enforcement authorities, if necessary. Upon receiving notification of a product recall, the Onsite Manager will confirm if any of the cannabis product is in their stock or has been sold to a customer. The steps below shall be based on the level of risk. The Onsite Manager shall: • Provide contact details for key personnel to the Bureau of Cannabis Control and any other relevant regulatory or law enforcement authorities; • Formulate a plan on how best to notify the distributor and to halt any further delivery of affected goods; • Ask the distributor if there is a need to reach out to consumers that have, or could have, obtained the cannabis products, including communication and outreach via media, as necessary and appropriate; • If applicable, ensure that the notification of recall from distributors includes the following information: (i) the name, pack size, and adequate description of the product; (ii) identifying features of the products and lots concerned; (iii) the nature of the defect; (iv) actions required, with an indication of the degree of urgency involved; and (v) the name of contact and telephone number of contact who can supply further information; Section 3 – Neighborhood Compatibility Plan Page 17 of 22 • Ensure the proper treatment of withdrawn or recalled material or product, which should be quarantined, until a decision is made on whether the distributor wants our Company to destroy the cannabis product or return it to the distributor; • Ensure that quantities of the recalled lot of product are reconciled with the total lot quantity in question. Once reconciled, make sure that any products that are to be recalled and sent back to the distributor are documented and reconciled into our Company’s Point-of-Sale system and METRC; • Ensure that any recalled cannabis products not picked up by the distributor be destroyed in accordance with the waste management plan, while recording the following information into the waste management log: (i) name and type of the cannabis goods; (ii) unique identifier of the cannabis goods; (iii) amount of the cannabis goods, by weight or count, and total wholesale cost of the cannabis goods, as applicable; (iv) date and time of the recall; and (v) name and license number of the licensee who requested the recall; and • Finally, work with the distributor to either be provided with new cannabis products similar to those that were recalled, a credit with the distributor for future orders, or a complete refund of the cost of goods sold to our Company. The Onsite Manager will work with the distributor to decide what is the best course of action in this instance. V. Public Education & Awareness Our Company will create a public awareness campaign for responsible cannabis consumption by sponsoring free on and off-site workshops and seminars to the general public on topics related to responsible cannabis use as well as legal and policy updates regarding commercial cannabis. By becoming embedded into the fabric of the community, our Company will seek to emerge as a touchstone for reliable information and a trusted partner to the community’s residents. Below is a sample of the types of educational materials our Company intends on disseminating: • Factsheets utilizing photographic examples and written descriptions, charts and graphs that discuss topics pertaining to medical cannabis qualifying conditions and other information relevant to the consumption of cannabis and cannabis infused products. • Management will work with cannabis-knowledgeable medical professionals to compose and update instructional guidance on test dosing; distinguishing by the type and method of medication to be consumed by qualified patients. The instructional guide / educational materials will include directions on how to keep a medical cannabis journal allowing the patient to generate anecdotal evidence on what type and strain works best for their condition. This will be made available to our trained employees in addition to being available on our website. A section of our Company’s age-verified website will be designated for educational purposes maintaining a weekly blog with the latest news regarding health, technology, updates to state and federal laws, links noteworthy scientific articles, and customer testimonials. The website will include a designated portal where visitors are encouraged to leave feedback and ask questions. Section 3 – Neighborhood Compatibility Plan Page 18 of 22 The main purpose of the “listening corner” is to listen and find ways to be responsive. Our Company will be able to post real time responses to queries and encourage an open dialogue between all participants. VI. Environmental Impact Mitigation Our Company will implement the following sustainable practices into its construction and design plans to minimize any potential negative environmental impacts from its operations: (i) Green energy; (ii) water conservation; (iii) green / sustainable materials; (iv) green waste management; and (v) green / sustainable business practices. Our Company will encourage alternative transportation options to minimize its carbon footprint, including human-powered transportation (i.e., walking or biking), public transit, rideshare options, compressed workweeks, carpools, and green vehicles. Our Company’s employees will be incentivized and encouraged to utilize public transportation or non-automotive transportation to reduce carbon emissions. Furthermore, information regarding public bus routes will be provided to our Company’s employees, and secured bike racks will be installed in the parking area to accommodate cyclists. Our Company will offer reasonable reimbursement for the use of public transportation and incentives for carpooling, including reserved parking spots, and will potentially offer reserved spots for electric vehicles (“EVs”). In so doing, our Company will minimize its “carbon footprint”, while relieving the neighborhood of an additional parking burden. Our Company will utilize best management practices for the responsible usage of electrical services. These practices will include energy efficient light practices, the use of energy-efficient building materials and insulation to minimize drastic temperature changes, and sufficient deployment of equipment to ensure that there is no over burdening of the power supply. Natural gas as an alternative heat source is a possibility, which will be determined at the construction phase of the project. Our Company will do its part to help conserve California’s precious water resources. To that end, its building remodel will ensure water conservation through the use of low-flow plumbing fixtures, rainwater collection practices, and drought-resistant landscaping and Best Management Practices (“BMPs”) for water use, as described further below. Our Company will use low-flow, water conserving plumbing fixtures and fittings. Plumbing fixtures (water closets and urinals) and fittings (faucets and showerheads) shall comply with the following non-residential mandatory water efficiency and conservation measures set forth in the California Green Building Standards Code (“Green Building Code”), Chapter 5, Division 5.3. Our Company will also implement the following indoor water conservation BMPs, as appropriate specifically with regard to the dispensary operation: (i) Repairing all water leaks immediately and being especially alert for leaks in toilets, faucets, and irrigation systems for parking lot landscaping (if used) and (ii) capturing the flow for other uses while waiting for running water to warm or cool for use on landscaping or in cleaning. Our Company is committed to using “green” construction procedures and to using recycled materials during construction and in its day-to-day operations whenever feasible. Development and build-out will include reclaimed materials and practices that reduce construction waste. In Section 3 – Neighborhood Compatibility Plan Page 19 of 22 addition, our Company will use locally sourced materials and low-VOC paints to the extent possible. Our Company’s proposed construction will target waste diversion above the City’s requirements. All remodeling undertaken at the dispensary will seek LEED certification in order to maximize sustainability. During construction, our Company will manage construction with a focus on satisfying the requirements of the City’s Public Works Department. Accordingly, the following protocols will be followed to prevent run-off into storm drains: A. Our Company will fully comply with the storm water management and/or erosion control requirements established by the City’s Municipal Code and its Public Works Department; and B. Our Company will implement an effective combination of erosion and sediment control and good housekeeping BMPs to prevent the loss of soil through wind or water erosion. In the event that our Company reseals or repaves any parking areas following the completion of construction, our Company will work with its neighbors to ensure that any paving is performed in a manner that does not interfere with the operations of any business. The construction plans will ultimately dictate the manner of site grading and drainage system controls that will manage all surface water flows to ensure water does not enter the buildings, but our Company is likely to utilize a combination of the following methods: (i) Swales; (ii) Water collection and disposal systems; (iii) French drains; (iv) Water retention gardens; and/or (v) Other water measures to keep surface water away from buildings and aid in groundwater recharge. In an effort to reduce greenhouse gas (“GHG”) emissions, our Company will fully comply with State requirements mandating commercial recycling in accordance with Assembly Bill 341 and Senate Bill 1018. Since our Company anticipates that seventy-five percent (75%) of all dispensary waste will be recyclable, it will initially maintain a 95-gallon blue recycling cart on site and request larger or additional bins from the City as demand requires. Our Company will post a list of recyclable products near each waste bin to encourage its employees to implement BMPs and comply with our Company’s zero-waste policy. A co-benefit of increased recycling is reduced methane emissions at landfills from the decomposition of organic materials. Use of composted organic materials also provides environmental benefits such as carbon storage in soils and reduced use of fertilizers, pesticides, and water. The Mandatory Commercial Recycling Measure focuses on increased commercial waste diversion as a method to reduce GHG emissions. As part of its mission to ensure green business practices throughout its dispensary operations, our Company will have a strong preference towards working with and obtaining cannabis products from “Clean Green Certified” cannabis producers to the extent possible. The Clean Green Certified program, modeled after the USDA’s National Organic Program, provides a means of ensuring environmentally clean and sustainable practices within the cannabis industry. VII. Neighborhood Context Map Page 20 of 22 Page 21 of 22 VIII. Odor Detection Form Page 22 of 22 Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 1 of 27 FIRE PREVENTION AND SAFETY PLAN CATALYST FRESNO LLC, D.B.A. CATALYST - HIGHWAY 99 2250 N. WEBER AVENUE, FRESNO, CA 93705 PREPARED B Y R EAX ENGINEERING DECEMBER 1 , 2020 Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 2 of 27 Table of Contents 1 Introduction ............................................................................................................................. 3 1.1 Qualifications ................................................................................................................... 3 1.2 Overview .......................................................................................................................... 3 1.3 Applicable Codes, Standards and References .................................................................. 5 2 General Building Fire and Life Safety Summary.................................................................... 5 2.1 Occupancy Description .................................................................................................... 5 2.2 Occupant Loads ................................................................................................................ 5 2.3 Occupant Egress and Evacuation Routes ......................................................................... 6 2.4 Fire Protection .................................................................................................................. 7 2.5 Fire Detection and Notification ........................................................................................ 7 2.6 Fire Resistive Interior Furnishings ................................................................................... 8 2.7 Safes and Vaults ............................................................................................................... 8 2.8 Portable Fire Extinguishers .............................................................................................. 8 2.9 Knox Box Access ............................................................................................................. 9 2.10 Fire Apparatus Site Access .............................................................................................. 9 3 Premise General Safety Measures ......................................................................................... 10 4 Future Modifications ............................................................................................................. 11 5 Conclusion ............................................................................................................................. 11 Appendix A: Emergency Action Plan ........................................................................................... 12 1 Emergency Evacuation Training Requirements .................................................................... 12 2 Emergency Exit Requirements .............................................................................................. 13 3 Fire - Reporting ..................................................................................................................... 14 4 Use of Fire Extinguishers ...................................................................................................... 15 5 Fire Prevention Plan .............................................................................................................. 15 6 Electrical Fire Safety ............................................................................................................. 16 7 Rescue and Medical Emergency Procedures ........................................................................ 16 7.1 First Aid Kits .................................................................................................................. 23 7.2 Calling for Help .............................................................................................................. 23 7.3 Accident and Incident Reporting.................................................................................... 24 7.4 Reportable Incidents ....................................................................................................... 24 7.5 Reporting Procedure ....................................................................................................... 25 Appendix B: Safety Plan Site and Premise Diagrams................................................................... 26 Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 3 of 27 1 Introduction 1.1 Qualifications Reax Engineering has extensive experience in cannabis growing, manufacturing, and distributing in California, Nevada, and Oregon . Ronnie Thomas, FPE is a pro fessional fire prevention and suppression consultant who has been involved in both the development and peer review of various cannabis -related occupancies . He has presented on the fire and life safety aspects of the cannabis industry to the Society of Fire Protection Engineers Annual Conference, as well as to other regional and local entities. Ronnie is active both as a design engineer and 3 rd party reviewer for private clie nts and municipalities with cannabis projects . He earned his M.S. in Fire Protection Engineering from Worcester Polytechnic Institute and is a licensed Fire Protection Engineer in California (FP 1985) and Nevada (PE 25226). 1.2 Overview The project includes a tenant improvement (TI) to an existing building to develop a retail cannabis dispensary facility for Catalyst - Fresno, LLC, d.b.a. Catalyst – Highway 99 (company) located at 2250 N. Weber Avenue in Fresno, CA. The proposed tenant space is approximately 3,311ft². The building is of new construction. This written plan considers all credibly possible fire scenarios which are mitigated by shortened egress travel distances. No reportable amounts of hazardous material will be located on site per CFC Section 407. No inhalation issues/threats are typically associated with mercantile operations. No testing or other processes are performed on site that require any hazardous gases, pesticides, or chemicals, other than common cleaning and housekeeping supplies found in most retail establishments. The plan will review the overall building fire and life safety features as well as emergency responder access to the facility. Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 4 of 27 Figure 1: Project location Figure 2: Project site location Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 5 of 27 1.3 Applicable Codes, Standards and References This review is based upon the requirements of the following codes and standards: • 2019 California Building Code (CBC) • 2019 California Electrical Code (CEC) • 2019 California Mechanical Code (CMC) • 2019 California Fire Code (CFC) • City of Fresno Application Procedures & Guidelines for a Commercial Cannabis Business Permit dated October 19, 2020 • Fresno Municipal Code, Section 9-3310 Operating Requirements for a Cannabis Retail Business • Fresno Municipal Code, Chapter 10, Article 5, Fire Prevention 2 General Building Fire and Life Safety Summary 2.1 Occupancy Description The occupancy classification of the tenant space is primarily of Group M with ancillary Group B and S -1 spaces. Based on CBC Table 508.4, the re is no required separation of occupancies within the tenant improvement nor between the adjacent suites . Fire sprinklers are not provided for this building nor are they required based on CFC Section 903. 2.2 Occupant Loads The following occupant load factors were used based on CBC Table 1004.1.2. Note that this calculation is based on the use of the space , as opposed to the occupancy group. CBC Table 1004.1.2 Maximum floor area allowances per occupant Function of Space Occupant Load Factor (ft²/person) Business areas: office, security and clearance, vendor intake, quality assurance and dispatch 100 gross Accessory storage, stock, and shipping areas 300 gross Customer Check-In and Waiting Areas, Break Rooms 15 net The total occupant load of the tenant space is approximately 72 people. Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 6 of 27 2.3 Occupant Egress and Evacuation Routes The tenant improvement plans were reviewed for general occupant load and exiting features common for any occupiable building and were found to be compliant with the applicable codes . Due to the relatively small size of the tenant space, availability of employees to aid in patron egress, and direct exiting to a public way, the facility meets or exceeds code requirements for occup ant egress. The following presents an overview of the facility and the ability for occupants to safe ly egress the facility . The facility ’s evacuation routes lead to two emergency exit locations at the front of the building. Signage will be posted in conspicuous locations in the retail sales area and back of house circulation areas. A minimum of two exits are required for the facility. The maximum egress travel distance from any portion of the facility to an exterior door i s approximately 89ft. This is less than the maximum of 250ft for Group M occupancies . Figure 3: Tenant space egress routes and travel distances (note fire extinguisher locations – FE) 2.3.1 Intervening Rooms Occupants are generally permitted to egress through an intervening room or space if the intervening space is not of a greater hazard, if the spaces are accessory to one another, and if the intervening space provides a discernable path to an exit based on CBC 1016.2. Exit access cannot be through a room that can be locked to prevent egress. 2.3.2 Exit Signage Exit signage and illumination will be provided in accordance with CBC Section 1013 . Exit sign placement will be readily visible from any direction of egre ss travel. The egress path will be marked by readily visible exit signs to clearly indicate the direction of egress travel Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 7 of 27 in cases where the exit or path of exit travel is not immediately discernable . Intervening means of egress doors will also be marke d by exit signs. Internally illuminated exit signs will be listed and labeled in accordance with UL 924 and be illuminated at all times. Rooms that require only a single exit do not require exit signage. 2.3.3 Doors and Security The CBC requires minimum 32in and maximum 48in doors for egress purposes . The facility provides 34in swinging doors for circulation. Electrified locking hardware is typically required for security and after -hours operations while staff is present . Locking egress doors from the inside is permitted based on CBC Section 1010.1.9.4 Item 2 for Group M occupancies. The electrified locking hardware will consist of either : • Electronic Strike (Installed in the Door Frame), or • Electrified Lever Set and Transfer Hinge (typically installed with pre -cored wood door or wired through a hollow metal man door. Electrified panic hardware will be provided on these doors in case of emergency in accordance with CBC Section 1010.1.10 . Security grilles are permitted in accordance with CBC Se ction 1010.1.4.5. Horizontal or horizontal sliding or vertical security grilles are permitted at the main exit and are required to be openable from the inside without the use of a key or special knowledge or effort during periods that the space is occupi ed. The grilles are to remain secured in the full -open position during the period of occupancy by the general public. 2.4 Fire Protection The tenant space is provided with a fire sprinkler system which will be designed, installed and maintained based on CFC S ection 903 and NFPA -13. Group M occupancies typically do not require fire sprinklers when the total area is less than 12,000ft² or if the building is not more than 3 stories in height. However, the provision of a fire sprinkler systems affords the custom ers, employees and firefighters with additional safety measures beyond the minimum code requirements. 2.5 Fire Detection and Notification A smoke detection and notification system will be installed in accordance with CBC Section 907 , NFPA 7 2 based on the City of Fresno requirements for fire alarm systems in all cannabis facilities . Manual pull stations will be provided at the exits and respond to a constantly monitored location. Duct detection will be installed in any systems providing over 2,000cfm or where required by the CMC . A keypad annunciator will be provided in a constantly attended location while the facility is open. A smoke detector will be provided Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 8 of 27 by the fire alarm panel . Staff will be trained to escort customers to the nearest exit i n case of emergency. The fire alarm will be monitored 24 hours a day, 7 days a week by Barton Integration which is a licensed monitoring company . The point of contact is Sam Deatherage , who may be reached at (949)-701-3532 or SamD@bartonintegration.com . 2.6 Fire Resistive Interior Furnishings Precautions will be made to minimize the amount of combustible material located in each space. Interior wall and ceiling finishes will be in accordance with CFC Table 8 03.3. R ooms and enclosed spaces will have an interior wall and ceiling finish rating of not less than Class C. This classification requires a flame spread index (FSI) of not more than 200 and a smoke developed index (SDI) of not more than 450 . Curtains, draperies, fabric hangings and similar combustible decorative materials suspended from walls or ceilings will be flame resistant in accordance with Section 806.4 and will not exceed 10 percent of the specific wall or ceiling area to which such materials are attached. 2.7 Safes and Vaults Cannabis products will be stored in a secured and locked vault or equivalent. Safes and vaults will be compliant with Underwriter Laboratories burglary -resistant and fire -resistant standards. 2.8 Portable Fire Extinguishers Portable fire extinguishers are req uired by CBC 906.1 and NFPA 10 to provide occupants a means to suppress a fire in the incipient phase. Proper selection and distribution of portable fire extinguishers are essential to having adequate protection for the building structure and the occupanc y conditions within. Determination of the desired type of portable fire extinguisher depends on the character of the fire anticipated, building occupancy, specific hazards, and ambient temperature. Sizing of fire extinguishers is to be in accordance with Sections 906.3.1 through 906.3.4 for the appropriate hazard. Extinguishers are to be located in conspicuous, readily accessible locations along normal egress routes . The bottom of the extinguisher should be at least 4in off the ground and not more than 5ft from the ground to the top unless it is heavier than 40 lbs. In the case where it is heavier than 40lbs, the top of the extinguisher cannot be more than 3.5ft above the floor. Spacing and minimum size requirements for the Light and Ordinary Hazard occupancies within the building are designated in CBC Table s 906.3(1) and (2). A fire extinguisher is required in the Manager’s office and service areas. Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 9 of 27 CBC Table 906.3(1) Fire extinguishers for Class A fire hazards Type of Hazard Basic Minimum Extinguisher Rating Maximum Distance of Travel to Extinguishers (feet) Maximum Floor Area Per Unit of A Light (Low) 2-A 75 3,000 Ordinary (Moderate) 2-A 75 1,500 CBC Table 906.3(2) Fire extinguishers for flammable or combustible liquids with depths less than or equal to 0.25 inch Type of Hazard Basic Minimum Extinguisher Rating Maximum Distance of Travel to Extinguishers (feet) Light (Low) 5-B 30 10-B 50 Ordinary (Moderate) 10-B 30 20-B 50 Light Hazard occupancies are those that have normal amounts of ordinary combustibles. Examples of Light Hazard locations in the facility include circulation areas, offices, staff rooms, and lounges. Ordinary Hazard occupancies have moderate or above normal quantities of ordinary combustibles. Ordinary Hazard locations typically include storage areas. Additional fire extinguishers will be located in the service areas and in the Manager’s office. See Appendix B: Safety Plan Premise Diagrams, for placement of all fire extinguishers in the facility. 2.9 Knox Box Access Approval by Fresno Fire Department is required prior to moving or installing a Knox Box. The project team will coordinate with the Fresno F ire Department at (559) 621 -4181 for ordering and installation. The location of the Knox Box will be in a conspicuous location near the front door/main entrance to the facility. 2.10 Fire Apparatus Site Access The nearest fire station is Fresno Fire Dept. Station 9 which is located approximately 1 .1 miles away at 2340 N Vagedes Ave . Access to the exterior walls of the tenant space are located within 150ft of fire lanes in accordance with CFC Section 503 . There are no gates or other restrictions to fire apparatus access on the property . Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 10 of 27 3 Premise General Safety Measures The facility has a number of standard operating procedures that aid in the overall fire safety plan, including: • No use of open flames or smoking on the premises. • Employees to conduct emergency evacuation drills at least annually. • Store materials in an orderly fashion, separated from heaters or heating devices by distance or shielding so that ignition cannot occur (CFC Section 315). • Reporting of emergencies, coordination with emergency response forces, emergency plans and procedures for managing or responding to emergencies will comply with the provisions of CFC Section 401. • Emergency evacuation drills will be conducted at least annually in accordance with CFC Section 405. • H azard communication information will be prepared in accordance with CFC Section 407 to include Material Safety Data Sheets (MSDS) for all hazardous materials located on site. • Clearly mark or otherwise identify individual containers in accordance with applicable federal regulations. No reportable amounts of hazardous material will be located on site per CFC Section 407. The amounts of hazardous material on site is limited to over the counter cleaning materials such as Green Cleaner, Windex, Lysol toilet bowl cleaner, Pine Sol, disinfecting sprays and wip es, Febreze, Swiffer Wet Jets, and hand sanitizers. The amounts stored will not exceed maximum allowable quantities in CFC Section 5001.5. However, the facility will still comply with CFC 407 with regards to labeling and identification, providing paper c opies of SDSs, and training of employees with respect to first aid and accident reporting procedures. No inhalation issues/threats are typically associated with mercantile operations. No testing or other processes are performed on site that require any ha zardous gases, pesticides, or chemicals. Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 11 of 27 4 Future Modifications All future modifications and expansions with regards to the contents of this report are to be documented in amendments/addenda to this report or the permanent building plans . As required, the documents will be prepared by a design professional licensed in the State of California working within the area of their expertise. As appropriate, licensed design professionals will be included in the design of all renovations/expansions. 5 Conclusion The preceding information summarizes a compliant fire/life safety code analysis for the Catalyst - Fresno LLC, d.b.a. CATALYST – Highway 99 facility. Combined with sufficient employee training, safe practices and good housekeeping, it is my professional opinion that the facility meets or exceeds code requirements for a retail cannabis dispensary facility. If you have any questions or concerns, please contact me at (530) 448-2334 or thomas@reaxengineering.com. Prepared by: James R (Ronnie) Thomas, II CA FPE License # 1985 Reax Engineering Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 12 of 27 Appendix A: Emergency Action Plan In accordance with the requirements of Cal OSHA 29 CFR 1910.35, 1910.36, and 1910.37, the following guidelines have been established to inform and train employees about emergency escape procedures, fire detection, fire prevention, protection and suppression activities, personnel accountability, medical and res cue responsibilities, and responses to other hazardous situations. Employees are expected to know how to initially respond to an emergency situation. Appropriate responses may be as simple as evacuating the area, summoning additional assistance, mitigatin g the hazard, or assisting a co -worker or customer in cases of accident, fire, illness, or injury. The Emergency Action Plan includes the procedures and training for all fire and medical emergencies. The Plan will be made available to all employees upon r equest. A copy of the plan will be kept on premises at all times. 1 Emergency Evacuation Training Requirements The Company’s top priority when training its employees will be for them to understand the rules and regulations that govern the dispensary in ord er to run a safe workplace. The Company will ensure that the initial employee training will be at least two hours long and includes Health and Safety Standards, Working with Local Law Enforcement, Medical Emergencies, and Being A Good Witness/Report Writi ng modules as part of this training. Employees will be tested on training content and must pass a comprehensive test by their third attempt to remain employed. All staff will also go through periodic refresher seminars, as well as new training on any pol icy 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 operational, safety, and security policies and protocols. The Company believes that the more informed employees are, the better they can perform in emergency situations. To ensure all employees are properly trai ned, the Company utilizes the following approaches to employee training: (i) New hire training; (ii) hands -on training; and (iii) employee -to-employee training. Employees will be tested on this additional training content and must pass the test by their t hird attempt to remain employed. All employees will go through annual refresher training, as well as new training on any policy updates or changes in procedure as they arise. The Company follows up new hire training by working one -on-one with new employe es to review training materials with them. Regardless whether training is about cannabis products or emergency procedures, the Company believes it is important to follow up and Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 13 of 27 test staff’s knowledge. Staff is expected to be able to articulate knowledge both verbally and by actions. This ongoing training with staff ensures employee retention and the ability to perform their duties under more stressful situations. Management will ask employees a series of increasingly complicated questions. The Company w ill work to do their best to ensure staff can be successful when being quizzed. The goal will not be to stump or frustrate the employees, but to work on building their confidence in being knowledgeable in all policies and procedures. Management will perf orm role -playing with employees. Although it can sometimes be an awkward training method at first, it is also very effective in rehearsing various emergency situations. Role -playing allows the Company to see if employees can effectively articulate inform ation and allows them to demonstrate how employees handle themselves in various operational scenarios. Management will not focus on delivery/mimicry as is common with forced scenarios, but rather focus on employees’ knowledge and understanding of the trai ning materials and decision -making in the role -playing scenarios. Employee -to-employee training is a great way for employees to learn information in a non - threatening way and this form of training is the ideal way for employees to learn from one another. The Company will utilize team -building exercises that allow everyone in the dispensary to come together without the pressures of daily routines. Management will also be responsible for assigning sales associates for training on any area where an employee requires additional training. All employees will be trained in safe evacuation and notification procedures in cases of actual or drill emergencies upon hiring and annually thereafter. Emergencies which may occur include, but are not limited to, a bomb t hreat, earthquake, explosion, fire, flood, gas leak, hazardous material incident, or personal injury accident. The training will address escape routes, notification of appropriate response agencies, instructions on activating a building fire alarm system, how and when to use a fire extinguisher, and what should be done after evacuating a building. At the appropriate times, but at least annually, a fire drill will be carried out. The fire drills are conducted to familiarize the staff and occupants with the sound of the fire alarm and to initiate the appropriate, desired response. 2 Emergency Exit Requirements In addition to OSHA requirements, California Building and Fire Prevention Regulations dictate how exits are to be constructed and maintained. These reg ulations apply to not only exit doors but also to the exit access (corridors or intervening rooms that lead to the exit) and the exit discharge (the area past the exit doors which may include exterior ramps, steps, fire escapes and sidewalks.) Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 14 of 27 Exit access and discharge will be maintained and unobstructed. Exits provide a safe and easily identifiable route out of a building in cases of emergency and allow swift and unhampered ingress for firefighters or other emergency personnel in the event of a fire or rescue. The facility’s designated exits meet the following criteria: • All illuminated “EXIT” signs are to be maintained. • All emergency lights powered by battery or emergency generator must be maintained. Accessible emergency lights will be tested weekly. • Exit doors will not be chained or locked from the inside except in those cases where the facility is being renovated or otherwise labeled to prevent initial entry. Employees will evacuate the facility along with any customers present through the closest available exit. Once outside of the building, they should proceed to the front of the building so that their supervisor c an locate them. When notified of the emergency, the supervisor or designee shall immediately report to the front of the affected building to ensure that staff has evacuated safely. The supervisor should report his/her findings to responding Fresno Fire o r Police Department personnel as soon as possible for accountability reasons. After employees evacuate the building and move to their assigned location in front of the building, they will remain there until they speak with their supervisors. They will not reenter the building until the fire alarm or other audible warning has been silenced and the Fresno Fire or Police Department has granted permission. 3 Fire - Reporting The following procedures shall be followed when someone discovers a fire in the building , regardless of how large the fire is: 1. Close the door to the room where the fire is located. This will confine the fire to a smaller area. 2. Activate the closest fire alarm system. Pull stations are usually located next to an exit or stairwell door 3. Phone 9 11 to report the location of the fire. You or someone you designate must make the telephone call from a safe location as quickly as possible. Once you have given the dispatcher the information, wait until the dispatcher hangs up before you hang up becaus e the dispatcher may need more information. 4. Extinguish or Evacuate If the fire is small and you have been trained to use the fire extinguisher, personnel may attempt to put the fire out pursuant to the Use of Fire Extinguishers protocols. If employees h ave not been trained to use the fire extinguisher or if fire is too large to extinguish, they should evacuate the building and: Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 15 of 27 1. Go to the closest exit and proceed directly to your assigned area away from the building. The front of the building is the pre -designated area to meet for accountability reasons. 2. Notify others on your way out that this is a real fire but do not stop to force their evacuation. 3. Wait to be accounted for and stay in the area so that the fire department or police can ask questions abou t the building or fire. 4. If you have knowledge of the fire, such as location, size or cause, or if you are aware of a person trapped, immediately notify the first responders. Do not re -enter the building, until: 1. The fire alarm has been silenced, and 2. The fir e or police department has indicated that it is acceptable to re -enter. 4 Use of Fire Extinguishers For health and safety reasons as required by OSHA, only persons who have been trained in the handling, selection, and use of a fire extinguisher shall operate them. • PASS Procedure o Pull the pin. – Test the extinguisher to see if it works. o A im the extinguisher at the base of the fire. o S queeze the handle to activate the agent. o S weep across or at the base of the fire depending on the fire type. • Never turn your back towards the fire, even if you think it is out. 5 Fire Prevention Plan It is the responsibility of each employee to correct or report unsafe conditions that could cause a fire, hamper emergency egress, or result in a personal injury accident. Therefore, it is the responsibility of each employee to: • Correct certain hazards at the time of discovery, such as replacing bulbs in exit signs and removing cardboard, paper, and other combustible material from exit paths. Report discharge or missing extinguishers and burned out emergency lights to the supervisor. • Notify the supervisor of hazards needing corrective action, such as hazardous materials left in the corridors, potential ignition sources, open (uncovered) electrical panels. • Contact the supervisor for co rrective action, such as hazardous materials left in the corridors, potential ignition sources, open (uncovered) electrical panels, missing fire extinguishers, or burned out emergency lights. Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 16 of 27 6 Electrical Fire Safety Electrical wiring and devices will comply with the CEC requirements. The use of extension cords as a substitute for permanent electrical wiring is not permitted, and a C -10 licensed electrician will be enlisted, as required, for any modifications or repairs to the electrical system. The fo llowing general guidelines will be implemented for fire prevention measures: • Do not allow combustible material like cardboard, cloth, paper, and wood to be placed next to an ignition source such as a heater, furnace, pilot light, or electrical equipment. • N o stored materials are permitted within 3 feet of an electric panel or similar type of equipment. • Electrical cords and outlets must not be overloaded or used improperly. • Electrical cords must be properly sized for the equipment they serve. • Never use a smal ler diameter extension cord than the primary cord that serves the equipment. • Do not overload an outlet with several plugs at the same time. It is suggested that a small 5 or 6 outlet strip with its own circuit breaker be used. • Electrical cords must not pa ss through ceilings, doors, or walls except for custodial or shop activities where the door is held open for a limited time while the cleaning or other activity is being done and while the employee is on the floor of work activity. 7 Rescue and Medical Emergency Procedures The facility will call for the necessary rescue and first aid services through Fresno Fire or Police Department, as appropriate, as well as through properly trained employees. To provide the best possible rescue and first aid services, the following policy is adopted for employees and or customers if a person has become ill or injured and needs assistance: Contact the Fresno Police at 911. Stay on the phone until the dispatcher hangs up and be prepared to provide the following information: • your location • what happened • how many people are ill or injured • what first aid care is being provided and by whom • your phone number at the scene • if someone is available to meet the police officer or ambulance Stay with the person until trained medical personnel arrive and take over. Do not move the victim or provide care unless you are trained to do so, and/or if the victim is at risk. Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 17 of 27 Medical Emergencies The intent of this section is to provide the basic guidelines and training that will be sh ared with employees handling medical emergencies ranging from minor to serious injurie s. Basic first aid and CPR information and guidelines will be posted in common -work areas. Employees will be trained to call for help if a person experiences any severe m edical emergencies and use these tools as a guide while they wait for professional medical assistance. Emergency Medical Procedures: Medical emergencies/injuries are classified into three categories: 1. Minor injuries/illness 2. Serious/non-life threatening injuries/illness 3. Serious/life threatening injuries/illness Minor injuries are those, which can be handled by basic first aid procedures and does not require immediate additional medical treatment or transportation. Serious/non-life threatening emergencies are those, which require immediate medical attention beyond the first aid that can be provided on site. These may or may not require ambulance transportation. Serious/life threatening emergencies are those, which require immediate ambulance transportation to a medical facility. These include, but are not limited to: individuals with chest pains, breathing difficulties, severe bone breaks, back injuries, severe cuts with uncontrolled bleeding, unconscious persons, and severe head injuries. Medical Emergencies: All Personnel • Immediately notify the building manager and/or Security and report the exact location of the emergency, and the severity of injury or illness. • Keep the injured/ill person comfortable until Emergency Medical personnel (EMTs) arrive. Do not attempt to render first aid yourself, unless you have been trained and certified in first care. • Do Not Attempt To Move an individual who has fallen and appears to be in pain, unless the individual’s life and/or your life is in danger. • If you or someone else called 911, Immediately advise the Security that you have done so and give the Dispatcher the specific location of the injured/ill person so security can meet and direct the responding emergency personnel. Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 18 of 27 Avoid unnecessary conversation with, or about, the ill or injured person. You might add to the person’s distress or fears, increasing the risk of medical shock. Limit your communication to quiet reassurances. If a staff member is injured and/or ill: • After the person has been taken care of and the incident is over, remain available to help the investigating Supervisor with pertinent information for Employee Injury Report. • Make sure to obtain the hospital to which the injured/ill person is transported. This will help to assist in family notification or designated representative. If a visitor is injured and/or ill: When a staff member, and/or security observes a visitor/customer who appears to be injured and/or ill: • Do not discuss the possible cause of an accident or any conditions that may have contributed to the incident. • Obtain incident report from Managers. • After the person has been taken care of and the incident is over, remain available to help the investigating Supervisor with pertinent information for a Non-Employee Injury Report. • If you are dealing with a conscious adult who refuses assistance, make a notation on the incident report. First Aid Guide • First aid is everyone's responsibility. • To be prepared to react confidently and without wasting time in either a life-threatening situation or a minor accident, we suggest you study this guide before an emergency occurs. It has been carefully prepared to offer you basic emergency information, with topics listed below for quick and easy reference. • It is vital that you keep emergency telephone numbers on-hand so that they are available for immediate use. It is also important that you keep your medical supplies in a safe and convenient place where you can find them when needed. • Remember, it is important to remain calm and use common sense in any emergency situation. Assessing the Situation What to Treat First 1. Don’t panic. You will be able to assess the situation more effectively. Remember, psychological support is also important. Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 19 of 27 2. Remember the ABC's of Life Support: Airways open – Open and maintain victim’s airway. Breathing restored – If victim is not breathing, begin rescue breathing techniques immediately. Circulation maintained – If no pulse is present, get assistance from a person certified in cardiopulmonary resuscitation (CPR) techniques. REMEMBER, to be able to perform CPR effectively, it is essential to be properly trained. 3. Check for bleeding. Apply direct pressure and elevate injured limb. 4. Look for signs of shock and broken bones (fractures). 5. Check for emergency medical identification on the victim. 6. Get professional medical help quickly. Know emergency numbers, such as 0 or 911. Telephone appropriate authorities (rescue squad, ambulance, police, poison control center or fire department) and describe the problem. Be sure to give your name, location and the number of persons involved. 7. Loosen any clothing that may restrict victim’s breathing or interfere with circulation. 8. Never give an unconscious person anything by mouth. 9. DO NOT move injured persons unless situation is life-threatening. Keep victim still, quiet and warm (except heat exhaustion and sunstroke). Victims with broken bones (fractures) should not be moved until a splint has been properly applied. Minor First Aid Situations Cuts & Scrapes Before initiating any first aid to control bleeding, be sure to wear health care gloves to avoid contact of the victim’s blood with your skin. 1. Clean... wound and surrounding area gently with mild soap and rinse. Blot dry with sterile pad or clean dressing. 2. Treat... to protect against contamination. 3. Protect... and cover to absorb fluids and prevent further contamination. (Handle only the edges of sterile pads or dressings.) Secure with first aid tape to help keep out dirt and germs. 4. Loosen skin around splinter with needle; use tweezers to remove splinter. If splinter breaks or is deeply lodged, consult professional medical help. 5. Cover with adhesive bandage or sterile pad, if necessary. Emergency / Trauma Situations Bleeding Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 20 of 27 CAUTION – Before initiating any first aid to control bleeding, be sure to wear health care gloves to avoid contact of the victim’s blood with your skin. Treatment 1. Act quickly. Have victim lie down. Elevate injured limb higher than heart unless you suspect a broken bone. 2. Control bleeding by applying direct pressure on the wound with a sterile pad or clean cloth. 3. If bleeding is controlled by direct pressure, bandage firmly to protect wound. Check pulse to be sure bandage is not too tight. 4. If bleeding is not controlled by use of direct pressure, apply a tourniquet only as a last resort. 5. Call for professional medical help immediately. 6. If you are bleeding and have no one to help you, call for professional medical help. Lie down, so your body weight applies pressure to the bleeding site. Breathing Problems Establish non-responsiveness and activate emergency medical services (ems) or call for help. Symptoms May include: Shortness of breath, dizziness, chest pain, rapid pulse, bluish- purple skin color, dilated pupils, and unconsciousness. Treatment For victim who has stopped breathing: 1. Lay victim flat on back. Tilt the head back with one hand to open airway, while placing two fingers of the other hand under the chin. 2. Clear airway, using your fingers in a hooked fashion to remove any solid or liquid obstructions. 3. Look, listen, and feel for respiratory movement for 5 seconds. If breathing is absent, pinch victim’s nostrils closed, take a deep breath, completely cover victim’s mouth, and give two slow, full breaths. 4. Check for carotid pulse in neck and for signs of breathing. 5. If pulse is present: For adults – continue rescue breathing at a rate of one strong every five seconds. Re- check for pulse and breathing every twelve breaths. 6. If pulse is not present, begin Cardiopulmonary Resuscitation (CPR). For adults...Exert enough pressure to depress the breastplate 1 1/2 to 2 inches. Continue compressions at a rate of "one and two and..." Every fifteen compressions should be followed with a pause by two rescue breaths. Choking, Airway Obstruction Partial Obstruction with Good Air Exchange Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 21 of 27 Symptoms May include: Forceful cough with wheezing sounds between coughs. Treatment Encourage victim to cough as long as good air exchange continues. DO NOT interfere with attempts to expel object. Partial or Complete Airway Obstruction in Conscious Victim with Poor Air Exchange Symptoms May Include: Weak cough; high-pitched crowing noises during inhalation; inability to breathe, cough or speak; gesture of clutching neck between thumb and index finger; exaggerated breathing efforts; dusky or bluish skin color. Treatment For Adult Victim If victim is standing or sitting: 1. Stand slightly behind victim. 2. Place your arms around victim’s waist; place your fist, thumb side in, against victim’s abdomen, slightly above the navel and below the rib margins. 3. Grasp fist with your other hand and exert a quick upward thrust. Repeat (five times in a rapid succession) if necessary (Heimlich Maneuver or manual thrust.) Complete Airway Obstruction in Unconscious Victim 1. Activate EMS system first. Follow breathing problems section Shock Disturbance in the Circulation of the Blood That Can Upset All Body Functions CAUTION - Shock is a dangerous condition and can be fatal. Expect some degree of shock in any emergency. DO NOT give anything by mouth. Symptoms May include: Unusual weakness or faintness; cold, pale, clammy skin; rapid, weak pulse; shallow, irregular breathing; chills; nausea; unconsciousness. Treatment 1. Treat known cause of shock as quickly as possible (i.e., breathing difficulties, bleeding, severe pain). 2. Maintain an open airway. If victim vomits, gently turn head to side. 3. Keep victim warm and lying flat. (In cases of head or chest injuries, with no chance of broken neck or back, elevate head and shoulders 10 inches higher than feet if possible.) 4. Get professional medical help immediately. 5. DO NOT give anything by mouth. Sprains Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 22 of 27 Injury to Soft Tissue Surrounding Joint Due to Wrenching or Laceration of Ligaments, Muscles, Tendons or Blood Vessels Symptoms May include: Painful movement, swelling, discoloration and tenderness around injured joint. CAUTION - Victim may have a broken bone (fracture) and should be examined by a medical professional. Treatment 1. If ankle or knee is affected, do not allow victim to walk. Loosen or remove shoe; elevate leg. 2. Protect skin with thin towel or cloth. Then apply cold, wet compresses or cold packs to affected area. Never pack joint in ice or immerse in icy water. 3. Consult professional medical assistance for further treatment if necessary. Transporting An Injured Person If injury involves neck or back, DO NOT move victim unless absolutely necessary. Call for professional medical help. If victim must be pulled to safety, move body lengthwise, not sideways. If possible, slide a coat or blanket under the victim: 1. Carefully turn victim toward you and slip a half-rolled blanket under back. 2. Turn victim on side over blanket, unroll, and return victim onto back. 3. Drag victim head first, keeping back as straight as possible. If victim must be lifted: Support each part of the body. Position a person at victim’s head to provide additional stability. Use a board, shutter, table top or other firm surface to keep body as level as possible. Unconsciousness Victim Is Not Mentally Aware; Does Not Respond to Sensory Stimuli, Such as Sound or Light. Treatment 1. Call for professional medical help. 2. DO NOT move victim or give anything by mouth. 3. Keep victim warm; loosen any tight clothing. 4. Maintain an open airway. If breathing difficulties develop, begin rescue breathing techniques immediately. Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 23 of 27 5. Check for emergency medical identification tag to help determine cause of unconsciousness. Heat exhaustion (Heat Prostration) Symptoms May include: Fatigue; irritability; headache; faintness; weak, rapid pulse; shallow breathing; cold, clammy skin; profuse perspiration. Treatment 1. Instruct victim to lie down in a cool, shaded area or an air-conditioned room. Elevate feet. 2. Massage legs toward heart. 3. Only if victim is conscious, give cool water or electrolyte solution every 15 minutes until victim recovers. 4. Use caution when letting victim first sit up, even after feeling recovered. 7.1 First Aid Kits A First Aid Kit will be located where it is immediately accessible to trained personnel , inclu ding the service areas and Manager’s office . A designated employee will check the kits monthly or after use. 7.2 Calling for Help Employees will be trained to call for help if a person: • is unconscious or unresponsive • has trouble breathing or is breathing in a strange way • has chest pain or pressure • is bleeding severely • has pain or pressure in the abdomen that does not go away • is vomiting or passing blood • is having or has had a seizure • has a severe headache, slurred speech, tingling fingers, and/or dizziness • has ingested poison or suspected poison • is having an alcohol or drug related abuse or reaction • has injuries to the head, neck, or back • has injuries involving suspected broken bones, sprains, or dislocations • has experienced an electrical shock Employees will be trained to call the Police if the following is witnessed: • a fire or explosion • a downed electrical wire Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 24 of 27 • significant flooding • a hazardous material incident • a suspicious odor of ga s • a motor vehicle accident • a rescue activity The Emergency Action Plan shall be reviewed annually and will be changed sooner if any Facilities employee identifies problems. Concerns or corrective measures shall be referred to the Office of Environmental H ealth & Safety or to a representative of the Environmental Health & Safety Committee. 7.3 Accident and Incident Reporting The company’s accident reporting company policy is designed to outline the purpose and procedure for reporting any accidents concerning personnel or customers at the facility. The company is committed to enforcing all health and safety guidelines to avoid such occurrences and expects employees to comply. However, accidents are sometimes inevitable. The company provisions in t his case are to ensure all accidents are reported timely so they may be investigated, and so preventative measures can be reviewed and reinforced as applicable. This accident report policy affects all employees, customers, independent contractors, or other entities on the premises. On-the-job accidents that must be reported include any incidents that may cause minor or severe injuries or accidents. Accidents must be reported as soon as possible to provide immediate care. The sooner the cause or details of the accident are identified, the sooner the company can establish preventative measures for the future. 7.4 Reportable Incidents The company encourages employees to report all accidents no matter how minor. Accidents that involve very minor injuries like sma ll cuts, non -extensive bruises etc. and would not normally require any action on behalf of the company do not have to be reported, although employees could report them if they want with no repercussions. Accidents that involve (or could have involved) mor e severe injuries which require further investigation and action from the company must be fully reported. Employees are obliged to report any of the following: • Fatalities • Damage to the head, skull, and face • Damage to any of the senses (e.g. partial or complete loss of hearing, sight etc.) • Incapacitation or dislocation of limbs that hinder functionality and movement (including paralysis and amputation) Fire Prevention and Suppression Plan December 1, 2020 Catalyst Fresno LLC, d.b.a. CATALYST – Highway 99 Page 25 of 27 • Damage to the skin (e.g. extensive burns, bruises, or cuts) • Blows or injuries to the spine, back and ribs • Harm to the nervous system or loss of consciousness through electrocution, hypothermia etc. • Poisoning • Contamination from hazardous substances or transmission of diseases • Any other injury that requires hospitalization or medical care The acci dent must be reported immediately since insurance benefits may have to be approved after the investigation, particularly when the accident victim requires medical coverage. Employees are also required to report occurrences that may not have involved injuri es or victims but could be potentially dangerous in that respect if repeated. These include but are not limited to: • Slippery surfaces • Water or gas leaks • Breaking of window glasses or frames 7.5 Reporting Procedure When an employee witnesses or is involved in an incident they must report it to their immediate supervisor, HR department (personally, or by writing or by phone if the accident occurred remotely) or through an online system if applicable, within one week. If the employee anticipates an accident due to perceived negligence or inadequate safety, they must notify their supervisors or HR department as soon as possible so the accident can be prevented. Depending on the incident, official forms may have to be completed and submitted. The accident and any sustained injuries will be recorded to an accident database or file. The management will perform an internal investigation and/or request an investigation from authorities as appropriate. As a general rule, the employee or witness should provide the follo wing information as accurately as possible: • The place of the accident • The date and time of the accident • The people involved or injured • Their position or involvement in the accident • Their actions immediately after the accident Sec on 5: Physical Security, Life Safety, and Risk Mi ga on Plan Prepared For: Catalyst – Fresno LLC, d.b.a. Catalyst – Highway 99 Project Address: 2250 N Weber Ave Fresno, CA 93705 Assessment Date: December 1, 2020 Prepared By: Barton Integra on, LLC 5151 California, Suite 100 Irvine, CA 92617 ACO 7801 CL 1048148 Project Consultant: Kelley Poole KelleyM @BartonIntegra on.com CATALYST - FRESNO LLC, D.B.A. CATALYST - HIGHWAY 99 ATTN: ELLIOT LEWIS, OWNER / MEMBER & MANAGER 6700 PACIFIC COAST HIGHWAY, STE. 220, LONG BEACH, CA 90803 PHONE: (562) 370-3780 | EMAIL: ELLIOT.LEWIS.CEO@SOUTHCORDHOLDINGS.COM Page 1 of 3 Location Plan for Catalyst - Fresno LLC, d.b.a. Catalyst - Highway 99 Introduction & Executive Summary Catalyst - Fresno LLC, d.b.a. Catalyst - Highway 99 (our “Company”), through its Owners / Members and officers has an unmatched track record of successful and timely development, establishment, and operation of cannabis businesses—in particular cannabis retail businesses— throughout the State of California, and starting into the rest of the United States (“U.S.”). Our Company’s Owners / Members are a team of experienced professionals and stalwarts of the cannabis industry that include: (i) the owners and operators of one of the largest and most successful cannabis business portfolios in California and the U.S., (ii) one of the most experienced and knowledgeable directors of operational regulatory compliance in the entire cannabis industry, (iii) one of the most successful and established real estate professionals in the entire cannabis industry, (iv) a licensed and practicing medical doctor on the cutting edge of researching and developing verifiable medicinal and therapeutic uses of cannabis, and (v) an established community leader that has worked with SEIU 121RN, SEIU-UHW, Opportunity PAC, and the California Legislature that led the 2019 election campaign for the first Latina elected to the Riverside City Council. Through its Owners / Members and officers, our Company will bring the Catalyst brand to western Fresno (“Fresno” or the “City”) off of Highway 99 and operate an all- inclusive, elevated cannabis retail business that is custom-tailored and completely integrative and symbiotic with the local neighborhood. I. Catalyst is “Weed for the People” Catalyst - Highway 99’s motto and business model is “Weed for the People”. “Weed for the People” is all encompassing way of life for our business that reflects how our Company treats its customers, its employees, and the local community. For our customers, “Weed for the People” means that our Company will offer the best selection of cannabis and cannabis products at the best price in town. For our employees, “Weed for the People” means that our Company will operate under its Global Collective Bargain Agreement (“CBA”) with the United Food & Commercial Workers International Union (“UFCW”) (locally in Fresno with UFCW Local 8) and offer the cannabis industry’s best wages, employee relations, and benefits (specifically targeting residents of Fresno for employment positions) with employees actively engaged in the local community as firm believers in our “Weed for the People” business model. For the Fresno local community, “Weed for the People” means that our Company is fully engaged and integrated with its neighbors and neighboring businesses with a robust Social Policy & Local Enterprise Plan and Community Benefits & Investments Plan and a dedicated Community Liaison to provide educational services, conservational efforts, employment opportunities, financial donations to the community. Stated other ways, “Weed for the People” means that our Company (i) and its mission are much bigger than simply being a business motivated by a drive for profit to its owners and (ii) strives to be a Section 6 – Social Policy & Local Enterprise Plan Page 2 of 3 source of good for all the People of Fresno with the idea being that our Company considers the City of Fresno and its local community to be a partner in our Company’s cannabis retail business. From those insights, our Company believes its operations will depend upon acquiring and retaining loyal customers from Fresno’s diverse population, while having the visibility and brand recognition to attract residents and the high number of tourists from the surrounding communities in the Central Valley—many of which presently do not permit cannabis retail businesses. From our Company’s perspective, one of the cornerstones of this community involvement includes partnering with local businesses and developing a specifically targeting community engagement program. On that note, with the slowdown of economic activity due to the spread of the COVID- 19 Virus, local businesses and communities have been devastated by the lack of consumer spending and the forced temporary closures of some businesses. As a cannabis retail business, our Company is designated as an essential business. As such, our Company believes this designation places us in a position where we have a responsibility to utilize our business to provide opportunities for great middle-class jobs, tax revenue, and community contributions to ensure Fresno is positioned for upward future growth. Taking this privileged position as an essential business when viewed through the lens of our “Weed for the People” business model provides a great deal of insight into who we are and what we represent as a Company. The Catalyst brand’s first introduction to the California cannabis market occurred through a of cannabis flower promotion to those customers out of work or out of business from the COVID-19 Pandemic. Catalyst’s promotion was inspired when our Owner / Member & Manager, Elliot Lewis, was driving through the streets of Long Beach earlier this year, and as noticed all the closed businesses, and he observed and asked himself, “wow . . . I am so lucky that my business gets to remain open . . . what can I do to help people feel better and still afford cannabis during these incredibly difficult times?” I.A “Weed for the People” – Location Planning Consistent with our “Weed for the People” motto and business model, our Company takes the position that location planning starts with site selection. On that note, our Company’s Owners / Members are experienced real estate developers and owners and operators of active cannabis retail businesses with outstanding reputations in their local community. As a result, our Company takes the position that location planning starts with site selection and has appointed Owner / Member, Timothy Lewis, a licensed real estate agent (CA DRE #01877026) that has been involved in 1,000- plus real estate transactions, as our Real Estate Development Officer. With that in mind, our Company’s proposed location at 2250 N. Weber Avenue, Fresno, CA 93705, is presently going through a redevelopment that will involve the complete reconstruction of a shopping center at 2250 N. Weber Avenue & 1839-1843 W. Clinton Avenue, Fresno, CA 93705, and the replacement of vacant buildings to construct an integrated, modern shopping center consisting of best-in-class retail and service businesses such as AutoZone (which has already signed a lease for 1839-1843 W. Clinton Avenue) and our Company, which has already signed a lease for 2250 N. Weber Avenue. Section 6 – Social Policy & Local Enterprise Plan Page 3 of 3 II. Location Information II.A Location Analysis As demonstrated by the comprehensive Location Plan Set attached here as Appendix A, 2250 N. Weber Avenue is a vacant building that used to house a nightclub immediately off Highway 99 at the eastbound Clinton Avenue exit at the intersection of N. Weber Avenue that will be demolished as part of a complete reconstruction of a shopping center at 2250 N. Weber Avenue & 1839-1843 W. Clinton Avenue. 2250 N. Weber Avenue is located in the City’s CC (Commercial Community) zoning district and is not located within the 800-foot radius of any sensitives uses such as schools, daycares, or youth centers. 2250 N. Weber Avenue is surrounded by other commercial businesses, parking lots, streets, fencing, and landscaping that insulate 2250 N. Weber Avenue from residential uses in the area. The new 2250 N. Weber Avenue will sit on a parking lot comprised of over 45 parking spaces. Overall and as further demonstrated by the comprehensive Location Plan Set attached here as Appendix A, our Company’s cannabis retail business is totally complimentary to the this commercial area off the eastbound Clinton Avenue exit of Highway 99, and Catalyst - Highway 99 will be a centerpiece and catalyst (pun intended) for the complete reconstruction of a shopping center at 2250 N. Weber Avenue & 1839-1843 W. Clinton Avenue and the replacement of vacant buildings to construct an integrated, modern shopping center consisting of best-in-class retail and service businesses such as AutoZone and our Company. II.B Design Concept As demonstrated by the comprehensive Location Plan Set attached here as Appendix A, our Company’s cannabis retail business at 2250 N. Weber Avenue shall meet the following design guidelines: (1) Demonstrate compatibility with the surrounding character of the neighborhood and blend in with existing buildings; our cannabis retail business will look like any other similarly situated building; (2) comply with all applicable zoning and related development standards including, but not limited to, parking, lighting, materials, and colors; and (3) signage, as described in Section 9-3309(h) of the Fresno Municipal Code, shall be limited to that needed for identification only and shall not contain any logos or information that identifies, advertises, or lists the services or the products offered. II.C Environmental Review As demonstrated by the comprehensive Location Plan Set attached here as Appendix A, our Company’s proposed cannabis retail business at 2250 N. Weber Avenue will comply with the with the requirements of the California Environmental Quality Act (“CEQA”) and the CEQA Guidelines because: Our Company’s cannabis retail business is required to meet all local, state, and federal health and safety regulations to ensure that that there are no significant environmental impacts to the cannabis retail business and surrounding properties. Moreover, cannabis retail business is similar to already existing permitted general uses on the property such as “General Market”, “Convenience Retail”, and “General Retail”, with the difference being the product sold. More still, our Company’s cannabis retail business will be designed and operated to integrate and be compatible with the local community and with a plan to directly mitigate environmental impacts as demonstrated by the comprehensive Location Plan Set attached here as Appendix A. Section 6 – Social Policy & Local Enterprise Plan Appendix A – Location Plan Set for 2250 N. Weber Avenue, Fresno, CA 93705 [Page intentionally left blank] CATALYST - FRESNO LLC, D.B.A. CATALYST - HIGHWAY 99 ATTN: ELLIOT LEWIS, OWNER / MEMBER & MANAGER 6700 PACIFIC COAST HIGHWAY, STE. 220, LONG BEACH, CA 90803 PHONE: (562) 370-3780 | EMAIL: ELLIOT.LEWIS.CEO@SOUTHCORDHOLDINGS.COM Page 1 of 10 Community Benefits & Investments Plan for Catalyst - Fresno LLC, d.b.a. Catalyst - Highway 99 Introduction & Executive Summary Catalyst - Fresno LLC, d.b.a. Catalyst - Highway 99 (our “Company”), through its Owners / Members and officers has an unmatched track record of successful and timely development, establishment, and operation of cannabis businesses—in particular cannabis retail businesses— throughout the State of California, and starting into the rest of the United States (“U.S.”). Our Company’s Owners / Members are a team of experienced professionals and stalwarts of the cannabis industry that include: (i) the owners and operators of one of the largest and most successful cannabis business portfolios in California and the U.S., (ii) one of the most experienced and knowledgeable directors of operational regulatory compliance in the entire cannabis industry, (iii) one of the most successful and established real estate professionals in the entire cannabis industry, (iv) a licensed and practicing medical doctor on the cutting edge of researching and developing verifiable medicinal and therapeutic uses of cannabis, and (v) an established community leader that has worked with SEIU 121RN, SEIU-UHW, Opportunity PAC, and the California Legislature that led the 2019 election campaign for the first Latina elected to the Riverside City Council. Through its Owners / Members and officers, our Company will bring the Catalyst brand to western Fresno (“Fresno” or the “City”) off of Highway 99 and operate an all- inclusive, elevated cannabis retail business that is custom-tailored and completely integrative and symbiotic with the local neighborhood. I. Catalyst is “Weed for the People” Catalyst - Highway 99’s motto and business model is “Weed for the People”. “Weed for the People” is all encompassing way of life for our business that reflects how our Company treats its customers, its employees, and the local community. For our customers, “Weed for the People” means that our Company will offer the best selection of cannabis and cannabis products at the best price in town. For our employees, “Weed for the People” means that our Company will operate under its Global Collective Bargain Agreement (“CBA”) with the United Food & Commercial Workers International Union (“UFCW”) (locally in Fresno with UFCW Local 8) and offer the cannabis industry’s best wages, employee relations, and benefits (specifically targeting residents of Fresno for employment positions) with employees actively engaged in the local community as firm believers in our “Weed for the People” business model. For the Fresno local community, “Weed for the People” means that our Company is fully engaged and integrated with its neighbors and neighboring businesses with a robust Social Policy & Local Enterprise Plan and Community Benefits & Investments Plan and a dedicated Community Liaison to provide educational services, conservational efforts, employment opportunities, financial donations to the community. Stated other ways, “Weed for the People” means that our Company (i) and its mission are much bigger Section 7 – Community Benefits & Investments Plan Page 2 of 10 than simply being a business motivated by a drive for profit to its owners and (ii) strives to be a source of good for all the People of Fresno with the idea being that our Company considers the City of Fresno and its local community to be a partner in our Company’s cannabis retail business. From those insights, our Company believes its operations will depend upon acquiring and retaining loyal customers from Fresno’s diverse population, while having the visibility and brand recognition to attract residents and the high number of tourists from the surrounding communities in the Central Valley—many of which presently do not permit cannabis retail businesses. From our Company’s perspective, one of the cornerstones of this community involvement includes partnering with local businesses and developing a specifically targeting community engagement program. On that note, with the slowdown of economic activity due to the spread of the COVID- 19 Virus, local businesses and communities have been devastated by the lack of consumer spending and the forced temporary closures of some businesses. As a cannabis retail business, our Company is designated as an essential business. As such, our Company believes this designation places us in a position where we have a responsibility to utilize our business to provide opportunities for great middle-class jobs, tax revenue, and community contributions to ensure Fresno is positioned for upward future growth. Taking this privileged position as an essential business when viewed through the lens of our “Weed for the People” business model provides a great deal of insight into who we are and what we represent as a Company. The Catalyst brand’s first introduction to the California cannabis market occurred through a of cannabis flower promotion to those customers out of work or out of business from the COVID-19 Pandemic. Catalyst’s promotion was inspired when our Owner / Member & Community Liaison, Elliot Lewis, was driving through the streets of Long Beach earlier this year, and as noticed all the closed businesses, and he observed and asked himself, “wow . . . I am so lucky that my business gets to remain open . . . what can I do to help people feel better and still afford cannabis during these incredibly difficult times?” Accordingly, our Company has prepared this Community Benefits & Investments Plan to establish a process by which the local community, including its residents and businesses, can express themselves regarding our operations; to inform the community about cannabis education, issues and developments; and to ensure that our corporate actions genuinely reflect the community’s needs. I.A “Weed for the People” – Community Reinvestment As demonstrated, by the pro formas accompanying this Application, our Company estimates that its operation of its cannabis retail business will result in in Measure A taxes by the end of 2024. Moreover and consistent with our “Weed for the People” motto and business model and in support on the Social Policies & Local Enterprise Plan articulated below, our Company will commit via a Community Benefits Agreement to donate the equivalent of 3% of “gross receipts” to local community organizations / nonprofits in Fresno and/or the Fresno Community Reinvestment Fund with the specific allocation of funds to be determined by our Company by working with the City and local community organizations / nonprofits in Fresno—over and above Measure A cannabis business taxes! As further demonstrated, by the pro formas accompanying this application, our Company estimates that its additional 3% contribution will result in an Section 7 – Community Benefits & Investments Plan Page 3 of 10 additional in public revenue by the end of 2024—bringing our Company’s estimated direct monetary contribution to the City and its residents to over by the end of 2024. II. Appointment of a Community Liaison Our Company shall appoint a Community Liaison (hereinafter, the “Liaison”) to educate and actively engage with the community and be the original point of contact for any concerns that may arise from the community. Our Liaison will be responsible for the day-to-day management of our Community Benefits & Investments Plan, working with management on putting together the program’s operational budget and establishing a system for tracking and reporting on its performance. To reflect the level of importance that our Company places in our Community Benefits & Investments Plan, we have appointed Owner / Member, Violeta Aguilar-Wyrick, MPP, as our Liaison. Ms. Aguilar-Wyrick is a political and public relations professional with local, State, and national experience. During the 2019 general election, Ms. Aguilar-Wyrick successfully led Gaby Plascencia’s City Council campaign in the City of Riverside to victory, breaking barriers as Councilmember Plascencia is now the first Latina to serve on the Riverside City Council. Prior to her Riverside City Council campaign victory, Ms. Aguilar-Wyrick work and clients have included SEIU 121RN, SEIU-UHW, Opportunity PAC, and the California Legislature. Ms. Aguilar-Wyrick’s background gives her the unique skills to serve the Fresno community and will ensure our Company is able to organize and address community concerns in a timely manner. Our Liaison’s contact information shall be made readily available both via the Company’s website and shall be on file with the City. Further, our Company shall provide the Liaison’s information to its business and residential neighbors located within 1,000 feet of our cannabis retail business, or greater distance if required by the City. Further, our Company will establish a permanent 24/7 community hotline that will be available to residents so that it can promptly address any issues identified by our neighbors. Furthermore, our Company will actively engage future neighbors to assess their awareness of the project as well as the needs of the community and will canvass all residents and businesses within 1,000 feet of the cannabis retail business with a survey. Amongst other things, our Liaison will participate in an ongoing dialogue with the City and County law enforcement to ensure that there are no instances of concern and to develop an anti-abuse campaign. Local police and fire personnel will be invited to our cannabis retail business for regular updates and tours to ensure that our storefront retailer is not vulnerable to break-in and community residents are secure. Our Liaison shall assist our Company with outreach efforts through follow- up correspondence to community stakeholders, informing them that the Company and its management have received their concerns and informing them of what procedures or programs we plan to employ and develop in response to the concerns raised. Below is an example of community survey and meeting flyer send out to local residents and business owners by a proposed cannabis retail business by owned and operated by our Liaison in the City of Oxnard: Section 7 – Community Benefits & Investments Plan Page 4 of 10 II.A Interested Parties Quarterly Meeting & Advisory Board Our Liaison will host quarterly open houses at our cannabis retail business to adults over the age of 21 to engage the community, provide transparency about our operations, and receive continuous feedback so we can better serve the local community. The open house event will give community members an opportunity to discuss costs, benefits, and other community issues related to commercial cannabis and our Company’s cannabis retail business. These quarterly meetings will allow the community to express any grievances they feel that may impact the cost of the nearby community from a financial standpoint, while giving our Company the opportunity to discuss the benefits our Company’s cannabis retail business will bring, both from a monetary standpoint and being a role model as a pillar of safety for the community. Our open houses will also be an open forum to discuss any potential issues that the community feels could be an issue to the community and how our Company can work to resolve these issues and improve upon anything that is requested by the community. Members of the community, local business owners, law enforcement, city officials, and other interested parties will be invited to attend the quarterly meetings. In particular, our Company recognizes that Fresno is home to many admirable public services and charitable organizations and plans to align with these services and organizations accordingly. In addition to the quarterly meetings, our Liaison will create an advisory board consisting of reputable members of the local community and cannabis industry to advise our Company and ensure that our Company has continued input from the community and leaders within the industry, as well as expert knowledge of the ever growing and evolving cannabis field. With the establishment of the advisory board, our Company will use the quarterly meetings to discuss areas of improvement within the community and ways we can help, whether it is in the form of monetary donations or volunteer efforts from our employees. II.B Engagement with Local Nonprofits and Community Organizations In line with our “Weed for the People” motto and business model, engagement with local nonprofits and community organizations is a critical component of our Company’s Community Benefits & Investments Plan. Accordingly, our Liaison has already begun the process of engagement with numerous meritorious local nonprofits and community organizations such as UFCW Local 8, Fresno United, the Central Cal Baseball Academy, and the State Center Community College District. In fact and as demonstrated by the numerous letters attached here as Section 7 – Community Benefits & Investments Plan Page 5 of 10 Appendix A, many of these local nonprofits and community organizations have already endorsed / support our Company’s operation of a cannabis retail business in the City of Fresno given our proactive engagement, our real commitment to the Fresno community as articulated in this Community Benefits & Investments Plan, and proven track-record of establishing community integrated businesses (cannabis retail and others) in other communities throughout the State. Unsurprisingly given these commitments and track record, our Owner / Member & Manager, Elliot Lewis has already made financial donations to Fresno local nonprofits and community organizations on behalf of our Company. III. Local Hiring and Social Equity Community Commitments III.A Living Wage Our Company is committed to providing a living wage to employees and will ensure our wages are in compliance with the current minimum wage as adopted by the State. Our Company uses the following benchmark for the definition of “living wage”: 200% of the Federal Poverty Level for a family of two. The current Federal Poverty Level for a family of two is . Using these benchmarks (which are just the bare minimum), our Company’s definition of “living wage” is at least per year for full-time employees and (ii) per hour for part-time employees and independent contractors. This is above the current minimum wage as adopted by the State of per hour. III.B Local & Social Equity Hiring Policy As stated above, our Company’s policy will be to hire employees who live close to our cannabis retail business from the City of Fresno and from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code. In an effort to support our policy initiative, we will also seek to utilize professional services from within the local area to stimulate all sectors of business from physical construction to professional services such as accountants, bookkeepers, and web developers. Accordingly, our Company will commit via a Community Benefits Agreement to having (i) at least 50% of all our employees reside in Fresno and at least 50% employee personnel hours are from employees residing in Fresno AND (ii) at least 50% of all our employees are from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code and at least 50% employee personnel hours are from employees from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code. Our Company will take an all-inclusive approach to hiring and prioritize adults over the age of 21 from Fresno with social equity backgrounds. For our Company, this is a two-fold process. First, residents of Fresno with social equity backgrounds must be actively targeted with job offers and postings. For our Section 7 – Community Benefits & Investments Plan Page 6 of 10 Company this means, rather than using traditional job-posting media such Indeed, Craigslist, or other mainstream Internet websites, going directly to local publications targeted / catered towards Fresno residents. On that note, our Company will look to post flyers outside of the company’s proposed cannabis retail business a few months prior to opening with a link to all job postings and availabilities for the cannabis retail business in order to help with hiring local residents. Most importantly and well-beyond passive publications, our Company will look to establish deep ties with local nonprofits and public service organizations. Often times, local nonprofits and public service organizations missions are geared towards helping the members of the local community that our Company seeks to hire as employees. Accordingly, our Company is already working directly with UFCW Local 8, Fresno United, and the Central Cal Baseball Academy on community engagement initiatives that include our Company’s goal to specifically hire employees from the City of Fresno and from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code. Relatedly, Fresno has a robust educational base for sourcing / recruiting employees with the presence of Fresno State University, Fresno City College, and Clovis Community College. With that point in mind, our Company has already begun engaging with the State Center Community College District on community engagement and hiring initiatives. The second element of our Company’s hiring program involves the interview process, with that point in mind, and recognizing that job interviewing is a specific skill, our Company will work with its community engagement partners to provide interview training to Fresno residents from social equity backgrounds before interviewing with our Company. To show the good faith effort to hiring 50% of employees from the City of Fresno with social equity backgrounds, our Company will document the following: (i) records of emails reaching out to community members and organizations; (ii) printed job flyers and list of addresses where flyers were posted and dropped off; (iii) links to localized online job postings; and (vi) proof of attending any local job fairs. In addition, our Company will keep track of job applications that were submitted to our Company and a list of all candidates that were interviewed by our Company where we will have copies showing their home address indicating if they are residents of Fresno. As for verifying social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code, the presents additional challenges for our Company, as certain qualifications for social equity status under Section 9-3316(b)(1) of the Fresno Municipal Code (for example, “Former foster home youth who was in foster care as a minor” and “receiving public assistance”) are inappropriate, or arguably unlawful, inquiries during the interview process. As a result, our Company will employ legal counsel specialized in employment law to develop solutions for acquiring and retaining verification documentation of social equity status as defined in Section 9- 3316(b)(1) of the Fresno Municipal Code in a way that provides all potential social equity backgrounds an equal opportunity in our Company’s hiring process. One such solution that our Company is considering to this legal / human resources obstacle is to partner with the City or local community organizations to have the City or local community organizations do the vetting of social equity status under Section 9-3316(b)(1) of the Fresno Municipal Code (who may not have the same legal obstacles as our Company) and then forward vetted candidates to our Company for interviews. If after our Company reaches out to various resources in order to hire local, social equity candidates, our Company is unable to meet its goals of 50% of employees personnel hours from Fresno residents from social equity backgrounds, our Company will attempt to coordinate with the City and other approved cannabis businesses in City to host a local “Cannabis Job Fair”. If after hosting its own “Cannabis Job Fair”, our Company is still unable to meet local and social Section 7 – Community Benefits & Investments Plan Page 7 of 10 equity hiring goals, we will then look to use more traditional job platforms such as Indeed and ZipRecruiter to hire the remaining employees needed to properly staff the cannabis retail business, and our Company will collaborate with the City to determine other ways to divert additional community benefits to the City of Fresno and its residents, such as increased public benefits via its Community Benefits Agreement. III.C Expungement Clinics Our Company is committed to helping individuals from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code overcome obstacles to employment regardless of whether such individuals end up working for our Company. One such obstacle is criminal records. Employees of the active, licensed (C10-0000227-LIC, C10-0000230-LIC, C10-0000376- LIC, C10-0000525-LIC, and C10-0000364-LIC) cannabis retail businesses owned and/or operated by Owner / Member & Manager, Elliot Lewis have been actively engaged with criminal record expungement clinics hosted by UFCW Local 324. As a result, these active, licensed cannabis retail businesses are now (i) tentatively scheduled to host two expungement fairs with UFCW Local 324 in Orange County and Long Beach in the Spring of 2021 (February and March), (ii) in conversations with UFCW Local 1428 to host expungement fairs and job fairs in Pomona and El Monte in the first quarter of 2021, and (iii) are also engaging with the Center for Community Action and Environmental Justice for expungement fairs. Our Company will host expungement fairs for individuals from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code and others with our community partners, in particular UFCW Local 8. III.D Social Equity Incubator / Apprenticeship Program Through its strong relationship with UFCW (in Fresno with UFCW Local 8), our Company will commit via a Community Benefits Agreement 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, and/or other technical assistance support. Appreciating that it is paramount to address the negative consequences of the War on Drugs, our Company believes that individuals negatively impacted by the War on Drugs should have resources available to assist them in participating in the cannabis industry. Accordingly, our Company’s Owners / Members have a long history of embracing cannabis Social Equity Programs throughout the State and through their existing cannabis retail business operations. To illustrate, Owner / Member & Manager, Elliot Lewis, is an Owner of three Social Equity cannabis retail business approved applicants in the City of Los Angeles, in which Mr. Lewis is the “no strings attached” Minority Member of two of the applicants (Owner / Member & Real Estate Development Officer, is the “no strings attached” Minority Member of two Social Equity cannabis retail business approved applicants in the City of Los Angeles). Further, Ellliot Lewis has been a pioneer in the City of Long Beach’s Social Equity Program, which similar to the City of Fresno’s prioritizes the hiring of social equity qualified individuals. To demonstrate, even though the City of Long Beach has yet to fully implement its Social Equity Program, Mr. Lewis’s owned and/or operated cannabis retail businesses in the City of Long Beach have already begun the compliance process with the Program. Further still and completely outside the realm / scope Section 7 – Community Benefits & Investments Plan Page 8 of 10 of any government mandated cannabis Social Equity Program, Mr. Lewis’s owned and/or operated cannabis retail businesses prioritize the slotting (allocation of retail shelf space) and promotion of social equity-owned cannabis brands, case in point being Ball Family Farms, a social equity owned business based in the City of Los Angeles and qualified under Los Angeles’s Social Equity Program. In addition to the prioritized slotting, Mr. Lewis also matched donations from sales of Ball Family Farms products to donate to a local organization to raise awareness for social inequality and drive social justice efforts for communities of color. IV. Labor Relations Our Company has a deep commitment to labor and strong relationship with UFCW. In addition to the labor peace agreement between our Company and UFCW, the cannabis retail businesses owned and/or operated by our Company’s Owner / Member & Community Liaison, Elliot Lewis, have active collective bargaining agreements with UFCW since as early as 2017. In fact, Elliot Lewis, Timothy Lewis, and all of the active, licensed (C10-0000227-LIC, C10-0000230-LIC, C10-0000376-LIC, C10-0000525-LIC, and C10-0000364-LIC) cannabis retail businesses Elliot Lewis owns and/or operates and UFCW recently finished negotiating a global collective bargaining agreement (“Global CBA”) that automatically applies to the cannabis retail business by our Company. We believe that such a Global CBA is one of the first and few of its kind in the entire cannabis industry. IV.A Labor Management Committee In another unprecedented step, all of the active, licensed (C10-0000227-LIC, C10-0000230-LIC, C10-0000376-LIC, C10-0000525-LIC, and C10-0000364-LIC) cannabis retail businesses owned and/or operated by our Company’s Owner / Member & Manager, Elliot Lewis have formed a Labor Management Committee (“LMC”) with UFCW (locally all with UFCW Local 324). This LMC is a regularly scheduled forum to jointly address and resolve problems before they become the subject of a grievance, arbitration, or contract negotiation that is comprised of an equal number of employer representatives and union representatives. Overall, our Company is proud of its proven track record with labor and its exemplary treatment of employees and looks forward to opening and operating a Union Shop in the City of Fresno. V. Public Education & Awareness Our Company will create a public awareness campaign for responsible cannabis consumption by sponsoring free on and off-site workshops and seminars to the general public on topics related to responsible cannabis use as well as legal and policy updates regarding commercial cannabis. By becoming embedded into the fabric of the community, our Company will seek to emerge as a touchstone for reliable information and a trusted partner to the community’s residents. Below is a sample of the types of educational materials our Company intends on disseminating: • Factsheets utilizing photographic examples and written descriptions, charts and graphs that discuss topics pertaining to medical cannabis qualifying conditions and other information relevant to the consumption of cannabis and cannabis infused products. Section 7 – Community Benefits & Investments Plan Page 9 of 10 • Management will work with cannabis-knowledgeable medical professionals to compose and update instructional guidance on test dosing; distinguishing by the type and method of medication to be consumed by qualified patients. The instructional guide / educational materials will include directions on how to keep a medical cannabis journal allowing the patient to generate anecdotal evidence on what type and strain works best for their condition. This will be made available to our trained employees in addition to being available on our website. A section of our Company’s age-verified website will be designated for educational purposes maintaining a weekly blog with the latest news regarding health, technology, updates to state and federal laws, links noteworthy scientific articles, and customer testimonials. The website will include a designated portal where visitors are encouraged to leave feedback and ask questions. The main purpose of the “listening corner” is to listen and find ways to be responsive. Our Company will be able to post real time responses to queries and encourage an open dialogue between all participants. VI. Brownfields and Abandoned Buildings / Environmental Sustainability Our Company’s proposed location at 2250 N. Weber Avenue, Fresno, CA 93705, is presently going through a redevelopment that will involve the complete reconstruction of a shopping center at 2250 N. Weber Avenue & 1839-1843 W. Clinton Avenue, Fresno, CA 93705, and the replacement of vacant buildings to construct an integrated, modern shopping center consisting of best-in-class retail and service businesses such as AutoZone (which has already signed a lease for 1839-1843 W. Clinton Avenue) and our Company, which has already signed a lease for 2250 N. Weber Avenue. Accordingly, our Company will implement the following sustainable practices into its construction and design plans to minimize any potential negative environmental impacts from its operations: (i) green energy; (ii) water conservation; (iii) green / sustainable materials; (iv) green waste management; and (v) green / sustainable business practices. Our Company will encourage alternative transportation options to minimize its carbon footprint, including human-powered transportation (i.e., walking or biking), public transit, rideshare options, compressed workweeks, carpools, and green vehicles. Our Company’s employees will be incentivized and encouraged to utilize public transportation or non-automotive transportation to reduce carbon emissions. Furthermore, information regarding public bus routes will be provided to our Company’s employees, and secured bike racks will be installed in the parking area to accommodate cyclists. Our Company will offer reasonable reimbursement for the use of public transportation and incentives for carpooling, including reserved parking spots, and will potentially offer reserved spots for electric vehicles (“EVs”). In so doing, our Company will minimize its “carbon footprint”, while relieving the neighborhood of an additional parking burden. Our Company will utilize best management practices for the responsible usage of electrical services. These practices will include energy efficient light practices, the use of energy-efficient building materials and insulation to minimize drastic temperature changes, and sufficient deployment of equipment to ensure that there is no over burdening of the power supply. Natural gas as an alternative heat source is a possibility, which will be determined at the construction phase of the project. Our Company will do its part to help conserve California’s precious water Section 7 – Community Benefits & Investments Plan Page 10 of 10 resources. To that end, its building remodel will ensure water conservation through the use of low- flow plumbing fixtures, rainwater collection practices, and drought-resistant landscaping and Best Management Practices (“BMPs”) for water use, as described further below. Our Company will use low-flow, water conserving plumbing fixtures and fittings. Plumbing fixtures (water closets and urinals) and fittings (faucets and showerheads) shall comply with the following non-residential mandatory water efficiency and conservation measures set forth in the California Green Building Standards Code (“Green Building Code”), Chapter 5, Division 5.3. Our Company will also implement the following indoor water conservation BMPs, as appropriate specifically with regard to the cannabis retail business operation: (i) repairing all water leaks immediately and being especially alert for leaks in toilets, faucets, and irrigation systems for parking lot landscaping (if used) and (ii) capturing the flow for other uses while waiting for running water to warm or cool for use on landscaping or in cleaning. Our Company is committed to using “green” construction procedures and to using recycled materials during construction and in its day-to-day operations whenever feasible. Development and build-out will include reclaimed materials and practices that reduce construction waste. In addition, our Company will use locally sourced materials and low-VOC paints to the extent possible. Our Company’s proposed construction will target waste diversion above the City’s requirements. All remodeling undertaken at the cannabis retail business will seek LEED certification in order to maximize sustainability. During construction, our Company will manage construction with a focus on satisfying the requirements of the City’s Public Works Department. In an effort to reduce greenhouse gas (“GHG”) emissions, our Company will fully comply with State requirements mandating commercial recycling in accordance with Assembly Bill 341 and Senate Bill 1018. Since our Company anticipates that seventy-five percent (75%) of all cannabis retail business waste will be recyclable, it will initially maintain a 95-gallon blue recycling cart on site and request larger or additional bins from the City as demand requires. Our Company will post a list of recyclable products near each waste bin to encourage its employees to implement BMPs and comply with our Company’s zero-waste policy. A co-benefit of increased recycling is reduced methane emissions at landfills from the decomposition of organic materials. Use of composted organic materials also provides environmental benefits such as carbon storage in soils and reduced use of fertilizers, pesticides, and water. The Mandatory Commercial Recycling Measure focuses on increased commercial waste diversion as a method to reduce GHG emissions. As part of its mission to ensure green business practices throughout its cannabis retail business operations, our Company will have a strong preference towards working with and obtaining cannabis products from “Clean Green Certified” cannabis producers to the extent possible. The Clean Green Certified program, modeled after the USDA’s National Organic Program, provides a means of ensuring environmentally clean and sustainable practices within the cannabis industry. VI. Community Benefits Agreement Our Company seeks to codify its Community Benefits & Investments Plan via a Community Benefits Agreement with the City, a Letter of Intent for which is below as an integral element of our Company’s Community Benefits & Investments Plan. CATALYST - FRESNO LLC, D.B.A. CATALYST - HIGHWAY 99 ATTN: ELLIOT LEWIS, OWNER / MEMBER & MANAGER 6700 PACIFIC COAST HIGHWAY, STE. 220, LONG BEACH, CA 90803 PHONE: (562) 370-3780 | EMAIL: ELLIOT.LEWIS.CEO@SOUTHCORDHOLDINGS.COM December 1, 2020 City of Fresno Office of the City Manager 2600 Fresno Street Fresno, CA 93721 Phone: (559) 621-5555 Email: cannabis.regs@fresno.gov RE: Letter of Intent (“Letter of Intent”) to Enter into a Community Benefits Agreement with the City of Fresno to Operate a Cannabis Retail Business at 2250 N. Weber Avenue, Fresno, CA 93705 (APN: 442-102-26) Dear City of Fresno: Catalyst - Fresno LLC, a California limited liability company, which will do business as Catalyst - Highway 99, respectfully submits this Letter of Intent memorializing its intent to enter into a Community Benefits Agreement with the City of Fresno approved according to Sections 65864 et seq. of the California Government Code under the following terms and conditions: 1) DATE OF OFFER: December 1, 2020 (the “Effective Date”) 2) LOCAL GOVERNMENT: The City of Fresno (the “City”) 3) DEVELOPER: Catalyst - Fresno LLC, a California limited liability company, which will do business as Catalyst - Highway 99 (the “Developer”) 4) PREMISES: 2250 N. Weber Avenue, Fresno, CA 93705 (APN: 442-102- 26) (the “Premises”) 5) PROPOSED USE: A cannabis retail business pursuant to a Commercial Cannabis Business Permit issued by the City (the “Proposed Use”) 6) TERM: Thirty (30) years from the issuance by the City to the Developer of a Certificate of Occupancy for the Proposed Use on the Premises, renewable for five (5) year terms at the option of the City DocuSign Envelope ID: 294CA85F-DA1B-47E2-AACC-461693666A12 7) QUARTERLY COMMUNITY BENEFITS DONATION: The Developer shall pay to the City on a quarterly basis a fee equal to three percent (3%) of gross receipts from the operation of the Proposed Use to local community organizations / nonprofits in Fresno and/or the Fresno Community Reinvestment Fund with the specific allocation of funds to be determined by the Developer working with the City and local community organizations / nonprofits in Fresno. “Gross receipts”, except as otherwise specifically provided, means the total amount actually received or receivable from all sales; the total amount or compensation actually received or receivable for the performance of any act or service, of whatever nature it may be, for which a charge is made or credit allowed, whether or not such act or service is done as a part of or in connection with the sale of materials, goods, wares or merchandise; discounts, rents, royalties, fees, commissions, dividends, and gains realized from trading in stocks or bonds, however designated. Included in “gross receipts” is all receipts, cash, credits and property of any kind or nature, without any deduction there from on account of the cost of the property sold, the cost of materials used, labor or service costs, interest paid or payable, or losses or other expenses whatsoever. 8) LABOR REQUIREMENTS: A) The Developer shall utilize reasonable best efforts, including hosting a “Cannabis Job Fair” in the City, to ensure that (i) at least 50% of all our employees reside in Fresno and at least 50% employee personnel hours are from employees residing in Fresno AND (ii) at least 50% of all our employees are from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code and at least 50% employee personnel hours are from employees from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code. B) The Developer shall pay non-Owner / Member employment positions a “living wage” of at least per year for full-time employees and (ii) per hour for part-time employees and independent contractors. C) Contingent on an approval vote of its employees, the Developer shall enter into a collective bargaining agreement with United Food and Commercial Workers. D) The Developer shall develop and implement a Social Equity Incubator Program. DocuSign Envelope ID: 294CA85F-DA1B-47E2-AACC-461693666A12 9) OPERATING STANDARDS: A) In development and operation of the Proposed Use, the Developer shall comply with State and City laws and regulations applicable to the proposed use (“Applicable Law”). In the event of any discrepancy between the State and City laws and regulations regarding commercial cannabis activity, the Developer shall comply with the more restrictive law or regulation, except as otherwise provided in Applicable Law. B) In the event that changes in Applicable Law cause or require changes to the Developer’s operation of the Proposed Use in a manner that creates a discrepancy with the conditions contained in the Developer’s Commercial Cannabis Business Permit Application, the Developer shall notify the City within ten (10) calendar days pursuant to the Developer’s Regulatory Compliance Program. IN WITNESS WHEREOF, the Developer has caused this Letter of Intent to be executed and delivered as of the Effective Date. THE DEVELOPER, as applicant: CATALYST - FRESNO LLC, a California limited liability company, which will do business as Catalyst – Highway 99, as applicant _______________________________________ By: Elliot Lewis, Owner / Member & Manager DocuSign Envelope ID: 294CA85F-DA1B-47E2-AACC-461693666A12 Section 7 – Community Benefits & Investments Plan Appendix A – Community Endorsement / Support Letters for EEL - Fresno LLC [Page intentionally left blank] December 4, 2020 City of Fresno Office of Cannabis Oversight 2600 Fresno Street Fresno, CA 93721 Dear City of Fresno, On behalf of more than 30,000 members of the United Food and Commercial Workers (UFCW) Local 8, we wish to express our strong support for Catalyst’s application for a cannabis retail permit with the City of Fresno. We are highlighting our support for Catalyst because of the company’s commitment to the safety of its employees and customers, the highest standards of regulatory compliance and, most of all, the compassion and care it has shown for communities in which they operate. Catalyst shares our vision of empowering and protecting employees. They have executed Collective Bargaining Agreements with the UFCW Local 8 and Local 324 and recently entered into a global Collective Bargaining Agreement which would apply to any retail store front opened under their name. Catalyst is committed to hiring locally and providing stable unionized jobs with beginning wages and benefits significantly above the industry average. Catalyst uses the benchmark for the definition of “living wage”: 200% of the Federal Poverty Level for a family of two Additionally, Catalyst offers employees the UFCW 401(k) Plan and Trust for participation and for any employee that opens a ROTH IRA or IRA, they will match up to per year. UFCW’s partnership with Catalyst raises standards for cannabis workers across California, and we are proud to represent the workers at the forefront of the legal cannabis industry. We strongly encourage the City of Fresno to select Catalyst. Thank you for your time and consideration. Regards, JACQUES LOVEALL December 2, 2020 City of Fresno Office of the City Manager 2600 Fresno Street Fresno, CA 93721 Phone: (559) 621-5555 Email: cannabis.regs@fresno.gov RE: Building Better Communities Foundation Community Endorsement Letter for Catalyst - Fresno LLC, d.b.a. Catalyst - Highway 99 To Whom It May Concern: My name is Brandon K. Gary. I am the Executive Director for BUILDING BETTER COMMUNITIES FOUNDATION. Building Better Communities Foundation (“BBCF”) is a nonprofit organization that serves the City of Fresno by providing free meals and nutrition funding to qualifying agencies. For the past seven (7) years BBCF has provided free meals and nutrition funding to needy children and disabled adults and the agencies that serve them throughout the City of Fresno. BBCF has been closely following Fresno’s multi-year development of cannabis business regulations. Our organization believes it is particularly important that the City select cannabis business applicants that are of high moral character, have experience as cannabis business operators, are honest and forthright, and are committed to supporting their local community. Having had the opportunity to speak with the owners and managers and/or the representatives of Catalyst - Fresno LLC, d.b.a. Catalyst - Highway 99 (“Catalyst - Highway 99”), I am confident that they fit that description. The owners and managers of Catalyst - Highway 99 include a team of experienced professionals and stalwarts of the cannabis industry, including cannabis compliance and true medicinal cannabis experience. Beyond their experience and professionalism, the owners and managers of Catalyst - Highway 99 have tremendous experience and an established reputation operating businesses that are completely integrated with local neighborhoods. Accordingly, Catalyst - Highway 99 is committed to an annual community benefits contribution to the City of Fresno of 3% of “gross receipts” to be directed towards local organizations and nonprofit organizations in the City of Fresno like BBCF. This is over and above what Catalyst - Highway 99 will contribute to the City through tax payments. As a community organization serving Fresno, we appreciate and commend Catalyst - Highway 99’s community outreach and their commitment to the wellbeing of our local community. For these reasons, please accept this letter as BBCF’s endorsement / recommendation that the City issue Catalyst - Highway 99 a commercial cannabis business license to operate a retail cannabis business in the City of Fresno. Warmest regards, Brandon K, Gary, Executive Director, Building Better Communities Foundation CATALYST - FRESNO LLC, D.B.A. CATALYST - HIGHWAY 99 ATTN: ELLIOT LEWIS, OWNER / MEMBER & MANAGER 6700 PACIFIC COAST HIGHWAY, STE. 220, LONG BEACH, CA 90803 PHONE: (562) 370-3780 | EMAIL: ELLIOT.LEWIS.CEO@SOUTHCORDHOLDINGS.COM Page 1 of 3 December 2, 2020 City of Fresno Office of the City Manager 2600 Fresno Street Fresno, CA 93721 Phone: (559) 621-5555 Email: cannabis.regs@fresno.gov RE: Proof of Capitalization for Catalyst - Fresno LLC, d.b.a. Catalyst - Highway 99 To whom it may concern: My name is Elliot Lewis. I am an Owner / Member and the LLC Manager of Catalyst - Fresno LLC, d.b.a. Catalyst - Highway 99 (“Catalyst - Highway 99”). I am also the Managing Member (i.e., 100% Owner / Member and LLC Manager) of EEL Holdings LLC. EEL Holdings LLC is also an Owner / Member of Catalyst - Highway 99. Based on numerous years of experience in the cannabis industry, unmatched business and cannabis expertise, and multiple successful developments of actually operational cannabis storefront retailers, our Owners / Members assembled the following start-up budget for Catalyst - Highway 99: Start-Up Expense Operating Expenses Pre-Operational Professional Fees Pre-Operational Licensing Fees One Year of Rent / Mortgage Expenses Three Months of Operating Expenses Three Months of Inventory Total Operating Expenses Capital Expenses Construction Furniture, Fixtures, and Equipment Total Capital Expenses Total Start-Up Expenses Please see Catalyst - Highway 99’s Business Plan for further reference and explanation. Non-disclosable Under California Government Code § 6254 ________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited:11/30/2020 2:50PM ATL Ͳ1.02,Revised06Ͳ10Ͳ2019 Page 1 of 2 First AMENDMENT TO LEASE THISAMENDMENT TOLEASE ismadeand enteredinto asof November 30, 2020 ,byand between Dos Banditos, LLC, a Nevada limited liability company ("Lessor")and Catalyst - Fresno LLC, a California limited liability company ("Lessee"). WHEREAS,on orabout September 1, 2020 aLease wasentered intoby andbetweenLessor andLessee relaƟng to certain realproperty commonly knownas(streetaddress,city,state,zip):that certain interior space (referred to herein as the “Premises”) of a building (“Building”) generally known as 1839–1843 W. Clinton Avenue, Fresno, CA 93705 (APN: 442-102-22), on that certain Parcel 2 (herein called the “Center”) located within the City of Fresno(“City”), County of Fresno, State of California (the"Premises"),and WHEREAS,Lessor andLessee have have notpreviously amended saidLease, and WHEREAS,the Lessor and Lesseenow desire to amend said Lease, NOW,THEREFORE,for payment ofTENDOLLARS and other good and valuableconsideraƟon to Lessor,the receipt and suĸciency ofwhich is hereby acknowledged, the parƟes mutuallyagree to makethe following addiƟons and modiĮcaƟons to theLease: TERM: The ExpiraƟon Date is hereby advanced extended to . AGREED USE: The Agreed Useis hereby modiĮed to: . BASERENT ADJUSTMENT: MonthlyBaseRent shallbe asfollows: . OTHER:1. The term "Lessee" as used throughout the Lease and this Amendment shall mean "Catalyst - Fresno LLC, a California limited liability company". EEL Holdings LLC, a California limited liability company, assigns the Lease via this Amendment to Catalyst - Fresno LLC, a California limited liability company, as a Permitted Transfers under Section 15.3 of the Lease. 2. The term "Premises" as used throughout the Lease and this Amendment shall be amended to state as follows: That certain interior space (referred to herein as the “Premises”) of a building to be located upon 2250 N. Weber Avenue, Fresno, CA 93705 (“Building”), on that certain parcels referred to as APN 442-102-22 and APN 442-102-26 (herein called the “Center”) located within the City of Fresno (“City”), County of Fresno, State of California. The location of the Premises relative to the Building and the Center are noted on the site plan attached to the Lease as Exhibit “A” and made a part the Lease and the Amendment (“Site Plan”). 3. The term "Guarantor" as used throughout the Lease and this Amendment shall continue to mean "Elliot Lewis, an individual". This Amendment shallnot beconstrued against theparty preparing it,but shallbe construed as ifallparƟes jointly prepared this Amendment and anyuncertainty and ambiguity shall not be interpreted against any one party. Signatures to this Amendment accomplished by means ofelectronic signature or similar technology shall be legaland binding. Allother terms and condiƟons ofthis Leaseshall remain unchanged and shallconƟnue in full forceand eīect except as speciĮcally amended herein. EXECUTEDas ofthe dayand year Įrst above wriƩen. By Lessor: Dos Banditos, LLC, a Nevada limited liability company By: NamePrinted:Chris Beavor ByLessee and Assignee of the Lease: Catalyst - Fresno LLC, a California limited liability company By: NamePrinted:Elliot Lewis Non-disclosable Under California Government Code § 6254 ________________ ________________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved.Last Edited:11/30/2020 2:50PM ATL Ͳ1.02,Revised06Ͳ10Ͳ2019 Page 2 of 2 Title:Managing Member Phone: Fax: Email: By: NamePrinted: Title: Phone: Fax: Email: Address: Federal ID No.: Title:Owner / Member & Manager Phone: Fax: Email: By: NamePrinted:EEL Holdings LLC, a California limited liability company, by Elliot Lewis, an individual, its Managing Member Title:Assignor of the Lease Phone: Fax: Email: Address: Federal ID No.: AIR CRE * hƩps://www.aircre.com *213Ͳ687Ͳ8777 * contracts@aircre.com NOTICE:Nopart of theseworks may be reproduced in any form without permission in wriƟng. Non-disclosable Under California Government Code § 6254 1 SHOPPING CENTER LEASE ARTICLE 1 GRANT AND BASIC TERMS This Article 1 contains the basic terms of this Lease (“Basic Terms”) between the Landlord and Tenant named below. Other portions of this Lease referred to in this Article 1 explain and define the Basic Terms and are to be read in conjunction with them. 1.1 Effective Date of Lease: September 1, 2020 1.2 Parties: Landlord: Dos Banditos, LLC, a Nevada limited liability company Mailing Address: 3525 W. Sahara Avenue Las Vegas, NV 89117 Tenant: EEL Holdings LLC, a California limited liability company Mailing Address: 6700 Pacific Coast Highway, Ste. 200 Long Beach, CA 90803 Tax ID#: Copy to for notices: Damian Martin, Esq. 6700 Pacific Coast Highway, Ste. 200 Long Beach, CA 90803 1.3 Premises. In consideration of the rents, covenants and agreements on the part of Tenant to be paid and performed, Landlord hereby leases, demises and lets to Tenant, and Tenant hereby leases, hires and takes from Landlord, for the Term, at the rental and upon the conditions of this Lease, that certain interior space (referred to herein as the “Premises”) of a building (“Building”) generally known as 1839–1843 W. Clinton Avenue, Fresno, CA 93705 (APN: 442- 102-22), on that certain Parcel 2 (herein called the “Center”) located within the City of Fresno (“City”), County of Fresno, State of California. The location of the Premises and said Parcel 2 are noted on the site plan attached hereto as Exhibit “A” and made a part hereof (“Site Plan”). The Premises are agreed for purposes of this Lease to consist of approximately 3,800 square feet of Building space, notwithstanding its actual size. 1.4 [Reserved] 1.5 Length of Term. 1.5.1 Initial Term. The initial term of this Lease shall be for one hundred twenty (120) full calendar months (“Term”) following the Commencement Date, beginning at Non-disclosable Under California Government Code § 6254 2 8:00 A.M. on such Commencement Date and terminating at 5:00 P.M. on the last day of the initial term, unless sooner terminated or extended under any provision hereof. 1.5.2 Option to Extend. (a) Tenant is given the option to extend the Term of this Lease for one (1) additional term of one hundred twenty (120) months (“Extended Term”) following expiration of the initial Term, by giving written notice of exercise of the option to the Landlord at least six (6) months (but not more than one (1) year) before the expiration of the then current Term. (b) The same terms and conditions of this Lease as applied during the initial Term shall apply to the Extended Term, the option of which, when properly exercised by Tenant, shall be included within the definition of “Term” as applied under this Lease. (c) Tenant’s right to exercise the option to extend and/or commence the Extended Term shall be subject to the following conditions (all of which conditions are solely for Landlord’s benefit and may, in Landlord’s sole discretion, be waived): (i) at the time of exercise and at the commencement of such extension, Tenant shall not be in default under this Lease or otherwise failed to have timely performed all of Tenant’s obligations under this Lease, (ii) Tenant must not have assigned this Lease or sublet any portion of the Premises in violation of the terms and provisions contained herein, (iii) Tenant must demonstrate to Landlord’s reasonable satisfaction that Tenant’s creditworthiness is equal to or greater than that in effect when this Lease was signed by Landlord, (iv) the use of the Premises is not changed from that set forth in Section 1.8, and (v) Tenant must exercise the option to extend as to the entire Premises. 1.5.3 Option to Terminate. Tenant shall have the right to immediately terminate this Lease for any reason or no reason prior to the end of the first twelve (12) full calendar months after the Commencement Date. 1.6 Commencement of Term. 1.6.1 The Term of this Lease shall commence on the Effective Date of this Lease (also referred to herein as the “Commencement Date”). Tenant’s obligation to pay rent shall commence on the “Full Rent Date” (as defined below). 1.6.2 Tenant shall commence its business on the Premises upon (a) completion of Tenant’s Work and issuance of the necessary certificate of occupancy or reasonably equivalent documentation which will allow Tenant to open for business at the Premises, which items Tenant shall diligently pursue to completion, and (b) after Tenant provides Landlord with the opinion of counsel required pursuant to Section 2(b) of that certain Addendum to Lease (“Addendum”), attached to this Lease and made a part hereof. Landlord agrees to reasonably cooperate with Tenant in obtaining Tenant’s permits and approvals to operate its business on the Premises, at no cost to Landlord. Tenant shall thereafter continuously operate and conduct in and on the Premises the Permitted Use, subject to temporary closures due to casualty, condemnation or permitted remodeling, reasonable closures (but in no event not to exceed six (6) months), or as otherwise required under the Addendum. Non-disclosable Under California Government Code § 6254 3 1.6.3 In the event Landlord fails to deliver possession of the Premises to Tenant with Landlord’s Work substantially complete on or before eighteen (18) months after the Effective Date of this Lease (as may be extended pursuant to Section 1.13 below), Tenant may terminate this Lease as provided under Section 2.2 below. 1.6.4 In the event that the Full Rent Date does not occur on the first day of the month Tenant shall pay monthly Base Rent and other periodic payments as provided herein, for the fractional month from the Full Rent Date through the first day of the next succeeding month on a per diem basis, calculated on the basis of a thirty (30)-day month, in advance. All Lease expirations, renewal dates, notices of options to renew, and any other provision hereof relating to the commencement of the Term of this Lease shall be determined by reference to (i) the Commencement Date where same occurs on the first day of the month, or (ii) on the first day of the next succeeding month where the Commencement Date does not occur on the first day of the month. 1.7 Acknowledgment of Commencement Date. When the commencement and expiration date of the Term have been ascertained pursuant to Section 1.6.1 and Article 2 herein, the parties shall immediately execute a confirmation of said dates and the Term of this Lease in the form and content as set forth in Exhibit “E” attached hereto and made a part hereof. 1.8 Permitted Use. The Premises shall be used and occupied only as a fully licensed and approved retail cannabis dispensary / retailer as set forth in the Addendum (“Permitted Use”), and for no other use or purpose. Notwithstanding the foregoing, in no event shall the Premises or any portion thereof be used and occupied to sell, rent and/or distribute the items or services listed on Exhibit “F” attached hereto and made a part hereof. 1.9 Guaranty. Contemporaneously with the execution of this Lease, Tenant shall cause all the members/owners of Tenant as identified in Section 2(g) of the Addendum (collectively “Guarantor”) to execute and deliver to Landlord a Guaranty for the benefit of Landlord in the form attached hereto as Exhibit “G” and made a part hereof. This Lease shall not become effective until Landlord receives such Guaranty. 1.10 Non-Refundable Deposit. Within five (5) days of the Effective Date, Tenant shall deliver to Landlord a deposit in the amount of which shall not be applicable to any Rent or a credit against any other amount owing Landlord by Tenant, and shall not be refundable, unless Landlord fails to timely deliver the Premises to Tenant as set forth in Section 1.6.3 above, and as a result thereof Tenant elects to terminate this Lease. 1.11 Monthly Base Rent and Other Charges Payable by Tenant. Rent shall consist of the following items (collectively referred to herein as “Rent”): 1.11.1 Tenant shall pay to Landlord the amount of per month as Base Rent starting on the date Landlord delivers to Tenant a certificate of occupancy or reasonably equivalent document for Landlord’s Work on the Premises (the “Full Rent Date”). Base Rent shall be payable over the Term (including the Extension Term) monthly in the amount of per month. Non-disclosable Under California Government Code § 6254 4 1.11.2 Additional Rent, including, without limitation, monthly payments of Center Operating Costs, as set forth below, and any other amounts payable by Tenant to Landlord as provided in this Lease. 1.12 [Reserved]. 1.13 Excuse of Performance. Anything in this Lease to the contrary notwithstanding, providing such cause is not due to the willful act or neglect of a party, a party shall not be deemed in default or untimely with respect to the performance of any of the terms, covenants and conditions of this Lease if such delay shall be due to any strike, lockout, civil commotion, act or acts of terrorism or sabotage, war-like operation, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, inability to obtain any materials, service or equipment, rain or muddy conditions, through act of God or other cause beyond the control of the party. ARTICLE 2 LEASE TERM 2.1 Lease of Premises for Lease Term. Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord for the Term. The Term is for the period stated above and shall begin and end on the dates specified herein, unless the beginning or end of the Term is changed under any provision of this Lease. 2.2 Delay in Completion. In the event that Landlord’s Work to the Premises is not substantially completed (excluding any work to be performed by Tenant) on or before eighteen (18) months after the Effective Date (as may be extended pursuant to Section 1.13 above) then attached hereto, this Lease shall be deemed null and void at the election of Tenant by notice in writing within ten (10) days from said date and the paid by Tenant pursuant to Section 1.10 above shall be returned to Tenant. Should Tenant elect to declare this Lease null and void as provided herein, Landlord shall, except for the return of the paid by Tenant pursuant to Section 1.10 above, have no obligations or liabilities to Tenant for damages of any kind relating to the failure to complete construction of the Premises by the date herein specified. 2.3 Early Occupancy. If Tenant occupies the Premises prior to the Full Rent Date, Tenant’s occupancy of the Premises shall be subject to all of the provisions of this Lease. Early occupancy of the Premises shall not advance the expiration date of this Lease. During any period Tenant occupies the Premises prior to the Full Rent Date, Tenant shall not be required to pay monthly Base Rent or its pro rata share of Center Operating Costs; however, Tenant shall pay all other charges specified in this Lease for and during the early occupancy period. 2.4 Holding Over. If, without the execution of a new lease or written extension of this Lease, and with the consent of Landlord, Tenant shall hold over after the expiration of the term of this Lease, Tenant shall be deemed to be occupying the Premises as a tenant from month-to-month, which tenancy may be terminated upon thirty (30) days written notice given at any time by either party or as provided by law. During said tenancy, the monthly Base Rent (except for the Non-disclosable Under California Government Code § 6254 5 calculation of Percentage Rent hereunder) payable to Landlord by Tenant shall be one hundred fifty percent (150%) of the monthly Base Rent set forth herein, unless a different rate is agreed upon, and upon all of the other terms, covenants and conditions set forth in this Lease so far as the same are applicable. Provided that if Tenant shall fail to surrender the Premises upon the termination of this Lease, in addition to any other liabilities to Landlord arising therefrom, Tenant shall and does hereby agree to indemnify and hold Landlord harmless from loss or liability resulting from such failure including, but not limited to, claims made by any succeeding tenant founded on such failure. 2.5 Surrender of Premises. Upon the termination of this Lease, Tenant shall surrender the Premises to Landlord in the condition specified in and according to Section 11.8. 2.6 Successors. All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the several respective heirs, executors, administrators, successors, and assigns of the said parties; and if there shall be more than one Tenant, they shall all be bound jointly and severally by the terms, covenants and agreements herein. No rights, however, shall inure to the benefit of any assignee or other transferee of Tenant unless the transfer has been approved by Landlord in writing or is a Permitted Transferee as otherwise provided in Article 15 hereof. ARTICLE 3 MONTHLY BASE RENT 3.1 Time and Manner of Payment. On the first day of the month of the Term following the Full Rent Date and each month thereafter, Tenant shall pay Landlord the monthly Base Rent and any first partial month’s Base Rent, and any other charges and sums provided for herein as Additional Rent, in advance, without offset, deduction, or prior demand. All such rents and charges shall be payable at Landlord’s address or at such other place as Landlord may designate in writing. If Tenant submits a check to Landlord which is returned to Landlord by Tenant’s bank due to non-sufficient funds, Landlord may require Tenant to submit all future payments in the form of a cashier’s check, money order or wire transfer. ARTICLE 4 OTHER CHARGES PAYABLE BY TENANT 4.1 Additional Rent. All charges payable by Tenant other than Base Rent are called “Additional Rent.” Unless this Lease provides otherwise, all Additional Rent shall be paid with the next monthly installment of Base Rent. 4.2 [Reserved] 4.3 [Reserved] 4.4 Lease Year. The term “Lease Year” as used herein shall mean the twelve (12) month period beginning with the Full Rent Date (or the first day of the month following the Full Rent Date if the Full Rent Date does not fall on the first day of a month), and each successive Non-disclosable Under California Government Code § 6254 6 twelve (12) month period thereafter during the Term of this Lease. Landlord shall have the right to change the Lease Year to a calendar year by providing equitable adjustments to Tenant for any partial Lease Years during the Term. 4.5 Real Property Taxes. 4.5.1 Definition of “Real Property Taxes”. “Real Property Taxes” means: (i) any fee, license fee, license tax, business license fee, commercial rental tax, levy, charge, assessment, penalty or tax (other than inheritance or estate taxes) imposed by any authority having the direct or indirect power to tax, including any city, county, state or federal government, or any school, agriculture, lighting, drainage or other improvement district thereof, as against any legal or equitable interest of Landlord in the Premises; (ii) any tax on the Landlord’s right to receive, or the receipt of, rent or income from the Premises or against Landlord’s business of leasing the Premises’ (iii) any tax or charge for fire protection, streets, lighting, water, sewer, police, sidewalks, road maintenance, refuse or other services provided to the Premises by any governmental agency; (iv) any tax imposed upon this transaction or based upon a reassessment of the Premises due to a change in ownership or transfer of all or part of Landlord’s interest in the Premises; and (v) any charge or fee replacing any tax previously included within the definition of Real Property Taxes. The definition of “Real Property Taxes” shall also include interest on installment payments and all costs and fees (including reasonable attorney’s, expert witnesses and appraiser’s fees and other related costs) incurred by Landlord in contesting those taxes, charges and fees listed in (i) through (v) above and negotiating with public authorities as to the same and a charge of ten percent (10%) of all such items described in (i) through (v) above for administrative and overhead expenses. “Real Property Taxes” shall not, however, include Landlord’s federal or state income, franchise, inheritance or estate taxes. 4.5.2 Payment of Taxes. Tenant agrees to pay Tenant’s pro rata share (as that term is defined herein) of all Real Property Taxes which may be levied or assessed by any lawful authority against the parcel of land on which the Building is located and improvements thereon. Tenant shall pay said taxes upon receipt from Landlord of a statement delineating Tenant’s share of said taxes and said share shall be paid within five (5) days after receipt of said statement. Landlord shall have the right to collect and impound such Real Property Taxes from Tenant on a monthly or quarterly basis for Tenant’s account based upon Landlord’s reasonable estimate of Real Property Taxes next due, and Tenant shall pay to Landlord such Real Property Tax impound upon the basis and at the times hereinbefore described. Tenant’s pro rata share shall be apportioned according to the floor area of the Premises as it relates to the total floor area of the Building on the parcel which includes the Premises. All Real Property Taxes for the year in which the payment of Additional Rent shall be apportioned and adjusted as provided in this Lease. 4.6 Personal Property Taxes. 4.6.1 Tenant shall pay prior to delinquency all taxes, charges, levies or fees imposed against any trade fixture, furnishing, equipment or any other personal property, or any of them, in which Tenant has an interest or which otherwise belongs to, is in the possession of, or is controlled by, Tenant (“Personal Property Taxes”). Tenant shall attempt to have such personal property taxed separately from the Premises. Non-disclosable Under California Government Code § 6254 7 4.6.2 If the assessed value of the Premises is increased by the inclusion therein of a value placed upon such personal property or trade fixtures of Tenant, then Landlord, after written notice to Tenant, shall have the right to pay the Personal Property Taxes based upon such increased assessments, regardless of the validity thereof, but only under proper protest if requested by Tenant in writing. If Landlord shall do so, then Tenant shall repay to Landlord the Personal Property Taxes levied against Landlord, or the proportion of such Personal Property Taxes resulting from such increase in the assessment as Additional Rent. In any such event, however, Tenant, at Tenant’s sole cost and expense, shall have the right, in the name of Landlord and with Landlord’s full cooperation, to bring suit in any court of competent jurisdiction to recover the amount of any Personal Property Taxes so paid under protest; any amount so recovered to belong to Tenant. 4.6.3 If any of Tenant’s personal property is taxed with the Property, Tenant shall pay Landlord the Personal Property Taxes within thirty (30) days after Tenant receives a written statement from Landlord for such Personal Property Taxes. 4.7 Utilities. Tenant shall pay, directly to the appropriate supplier, the cost of all natural gas, heat, light, power, sewer service, telephone, cable or satellite television, water, refuse disposal and other utilities and services supplied to the Premises. If Landlord can and elects to include the cost of any or all of such utilities and services as a Center Operating Cost or a common cost with other tenants, then Tenant may elect to share in such cost. If any services or utilities are jointly metered with other premises, Landlord shall determine, and the Tenant shall pay Tenant’s pro rata share of the monthly costs of such utilities and services. The Tenant’s pro rata share shall be determined by the ratio of the square footage of the Premises as compared to the square footage of the Building subject to the common metering; provided, however, if the nature of Tenant’s business requires above-average use of a particular utility, Landlord shall make a reasonable adjustment to increase Tenant’s share of the cost of such utility. Tenant shall pay such jointly metered charges within five (5) days of notification of the amount by the Landlord. Tenant shall install and maintain, at Tenant’s sole expense, separate meters for any public utility servicing the Premises for which a separate meter is not presently installed, and for which Tenant has not elected to share as a common expense. Notwithstanding the foregoing, Tenant’s payments to Landlord for any common utility services shall be based upon Landlord’s reasonable estimate of Tenant’s utility consumption using the utility rate applicable to the Center. Tenant shall maintain a yearly maintenance contract on all HVAC equipment servicing the Premises, at Tenant’s sole cost and expense, and provide evidence of such contract to Landlord prior to opening for business. Throughout the term of this Lease, Tenant shall execute and deliver to Landlord within ten (10) days of Landlord’s request therefor, any authorization or document necessary for Landlord to comply with California’s Energy Use Program or any other energy efficiency or similar program required by any governmental agency or which will result in the cost savings in the operation or maintenance of the Common Areas or Building on the Center. 4.8 Payment of Operating Costs. 4.8.1 In each Lease Year, as defined in Section 4.4 above, Tenant will pay to Landlord, in addition to the rentals specified in Article 1 hereof, as further Additional Rent, subject to the limitation hereinafter set forth, a proportion of the Center’s Operating Cost, hereinafter Non-disclosable Under California Government Code § 6254 8 defined, based upon the ratio of the square feet of the Premises to the total leasable square feet of all the Building space in the Center; provided, however, if certain occupants of the Center provide at their own cost certain common area services or items (e.g., trash removal, building fire insurance, etc.), then Landlord shall calculate Tenant’s share according to another formula that Landlord deems fair and equitable, including without limitation, the prorata share of an item’s cost based upon the square feet of Tenant’s Premises as it bears to the total Building square feet of those occupants of the Center who are directly benefiting from said item. 4.8.2 For the purpose of this Lease, the “Center’s Operating Cost” means the total cost and expense incurred in connection with the operation, repair, replacement, management, maintenance and protection of all Common Areas (as that term is defined below) and all improvements within the Center, including without limitation: (i) general maintenance, repair and replacement of all improvements (including without limitation parking area surfaces, exterior walls of buildings, roof membrane, and gutters and down spouts), and any additional improvements and replacements as may be required by any governmental laws, rules or regulations or made to reduce the Center’s Operating Costs, including any capital expenses and costs, which Landlord shall amortize over its useful life (not to exceed twelve (12) years), plus interest; (ii) expenses incurred by Landlord under Section 12.3 hereof; (iii) gardening and landscaping; (iv) cost of security services (though Landlord is not obligated to provide such services, and Tenant agrees that Landlord shall not be liable to Tenants, its agents, customers, employees, contractors or invitees, in any manner whatsoever, for any criminal activity occurring anywhere on or about the Center and hereby releases Landlord from same); (v) the cost of liability and property damage and all other insurance carried by Landlord with types of coverage and in amounts determined by Landlord; (vi) repairs to Common Area improvements; (vii) asphalt resurfacing and line painting to drive lines and parking area, and painting of improvements; (viii) promotions and holiday decorations; (ix) utilities serving the improvements and Common Areas; (x) sanitary control; (xi) pest control; (xii) signage costs; (xiii) removal of trash, rubbish, garbage and other refuse; (xiv) reasonable reserves for replacements and repairs; (xv) fees for any licenses and/or permits required for operation of the Center or the Common Areas; (xvi) equipment or other rentals; (xvii) bookkeeping; (xviii) Real Property Taxes; (xix) all personal property taxes assessed for any reason and levied on the personal property used in connection with Center; (xx) costs of equipment and machinery used/to maintain or operate the Common Areas; and (xxi) the cost of personnel to implement such services, to direct parking, and to police the Common Areas. In addition, said operating costs shall include an administrative charge equal to seven percent (7%) of the actual Center Operating Costs and this charge shall be included in and billed as a part of the Center Operating Costs. 4.9 Insurance Premiums. 4.9.1 During the Term, Tenant shall maintain a policy of comprehensive general liability insurance or commercial general liability insurance at Tenant’s expense, insuring Tenant against liability arising out of the ownership, use, occupancy or maintenance of the Premises, the sidewalks in front of the Premises, and the business operated by Tenant and any subtenants of Tenant in the Premises. The initial amount of such insurance shall be at least combined, covering single limit bodily injury, property damage and personal injury, and if alcohol is sold on the Premises, an endorsement or coverage for dram shop liability, and shall be subject to periodic increase based upon inflation, increased liability Non-disclosable Under California Government Code § 6254 9 awards, recommendations of professional insurance advisers, and other relevant factors. However, the amount of such insurance shall not limit Tenant’s liability nor relieve Tenant of any obligation hereunder. The policy shall name Landlord, its lender and property manager, as additional insureds as required hereunder. Tenant shall, at Tenant’s expense, maintain such other liability insurance as Tenant deems necessary to protect Tenant. 4.9.2 During the Term, Landlord shall as a Center Operating Cost maintain policies of commercial and general liability insurance and insurance covering loss of or damage to the Center improvements including the Premises in the full amount of its replacement value exclusive of Tenant’s improvements and property. Such policies shall provide protection against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, and may include endorsements or coverage for special extended perils (all risk), sprinkler leakage, inflation guard, and any other perils (including flood and earthquake), which Landlord deems necessary. Landlord may also maintain as a Center Operating Cost a rental income insurance policy, with loss payable to Landlord in an amount equal to one year’s monthly Base Rent (as adjusted periodically), plus estimated Real Property Taxes and insurance premiums. Tenant shall not do or permit to be done anything which invalidates any such insurance policies. 4.9.3 Tenant shall at all times maintain fire insurance with extended coverage in an amount adequate to cover the cost of replacement of all trade fixtures, alterations, decorations, additions or improvements made to the Premises by Tenant or by Landlord on Tenant’s behalf in the event of fire or extended coverage loss. Such insurance policy shall be maintained with an insurance company approved by Landlord. Tenant shall deliver to Landlord, certificates of such fire insurance policies which shall contain a clause requiring the insurer to give the Landlord thirty (30) written days’ notice of cancellation of such policies. 4.9.4 Tenant shall pay all premiums for the insurance policies covering the Premises described herein prior to delinquency. If the insurance policies maintained by Landlord cover improvements or real property other than the Premises, Landlord shall also deliver to Tenant a statement of the amount of the premiums applicable to the Premises showing, in reasonable detail, how such amount was computed. If the Term expires before the expiration of the insurance policy period, Tenant’s liability for insurance premiums shall be prorated on an annual basis. Tenant shall be liable for its pro rata share of the payment of any deductible amount under Landlord’s insurance policies as a Center Operating Cost. 4.9.5 Tenant agrees that it will not keep, use, manufacture, assemble, sell or offer for sale in or upon the Premises any article which may be prohibited by the standard form of fire insurance policy. Tenant agrees to pay any increase in premiums for fire and extended coverage insurance that may be charged during the Term of this Lease on the amount of such insurance which may be carried by Landlord on said Premises or the Building of which it is a part, resulting from the acts or omission of the Tenant, its agents, servants or employees, or the use or occupancy of the Premises by the Tenant or from the type of materials or products stored, manufactured, assembled or sold by Tenant in the Premises, whether or not Landlord has consented to the same. In determining whether increased premiums are the result of Tenant’s use of the Premises, a schedule, issued by the organization making the insurance rate on the property, showing the various components of such rate, shall be conclusive evidence of the several items and charges which make up the fire insurance rate on the Premises. Non-disclosable Under California Government Code § 6254 10 4.9.6 Landlord shall replace, at the expense of Tenant, any and all plate and other glass, frames or glazing damaged or broken in and about the Premises. 4.9.7 Tenant hereby agrees, at Tenant’s expense and during the entire Term hereof, to obtain and keep in full force and effect worker’s compensation insurance as required by law and employer’s liability insurance with limits of no less than . A copy of the policy or certificate of insurance shall be delivered to Landlord no later than thirty (30) days following the Full Rent Date, but before Tenant enters the Premises. 4.9.8 Landlord and Tenant each hereby waive any and all rights of recovery against the other or against the officers, employees, agents and representatives of the other, on account of loss or damage occasioned to such waiving party or its property or the property of others under its control, to the extent that such loss or damage is insured against under any fire and extended coverage insurance policy which either may have in force at the time of such loss or damage. Tenant shall, upon the policies of insurance required under this Lease, give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease and such waiver shall only be effective so long as consented to by the insurance carrier or carriers. 4.9.9 All policies shall be written in a form reasonably satisfactory to Landlord and shall be maintained with insurance companies holding a General Policyholder’s Rating of “A”, and a financial rating of X, or better, as set forth in the most current issue of Best’s Insurance Guide. Insurance policies carried by Tenant hereunder shall (i) name Landlord and if requested, Landlord’s lender(s) as an additional insured and provide certificate(s) of insurance thereof to Landlord’s lender(s) if applicable, (ii) be an occurrence policy (or policies), (iii) specifically cover the liability assumed by Tenant under this Lease, including, but not limited to, Tenant’s obligations hereunder, (iv) be primary insurance as to all claims thereunder and provide that any insurance carried by Landlord in excess and noncontributing with any insurance required of Tenant and (v) contain a cross liability endorsement or severability of interest clause acceptable to Landlord. Tenant shall deliver to Landlord and Landlord’s lender(s) if applicable copies of policies or certificates evidencing the existence of the amounts and forms of coverage satisfactory to Landlord. Tenant shall, within ten (10) days prior to the expiration of such policies, furnish Landlord with renewals or “binders” thereof, or Landlord may order such insurance and charge the cost thereof to Tenant as Additional Rent. 4.10 Interest on Past Due Obligations. Any amount owed by Tenant to Landlord which is not paid when due shall bear interest from the due date of such amount at the maximum legal interest rate permitted by law. However, interest shall not be payable on late charges to be paid by Tenant under this Lease. The payment of interest on such amounts shall not excuse or cure any default by Tenant under this Lease. 4.11 Collection of Center Operating Costs. Landlord shall have the right to collect Tenant’s pro rata share (as defined herein) of any or all Center Operating Costs or other charges provided for under this Article 4 including, without limitation, insurance premiums and/or Real Property Taxes, on a monthly basis. Such amounts shall be based on Landlord’s reasonable estimate of the costs, charges or premiums next due, and shall be paid by Tenant as Additional Rent upon the basis and at the times described herein. Landlord shall provide to Tenant a yearly Non-disclosable Under California Government Code § 6254 11 expense estimate statement (the “Estimate Statement”) which shall set forth Landlord’s reasonable estimate of the total amount due from Tenant for the current or next ensuing Lease Year. Tenant shall pay to Landlord with each installment of monthly Base Rent an amount equal to one-twelfth (1/12th) of the estimated amount due from Tenant as set forth in the Estimate Statement. At any time during any Lease Year, Landlord may provide a new Estimate Statement to Tenant indicating any additional amount due from Tenant, and Tenant agrees to pay such amount to Landlord within thirty (30) days after notification of the amount of the deficiency. Such payments shall be paid to Landlord and held in an account with no obligation to pay Tenant interest thereon. Within a reasonable period of time after the end of each Lease Year hereunder, Landlord shall give to Tenant a statement (the “Statement”), which shall indicate all of the Center Operating Costs and other amounts due from Tenant hereunder for the previous Lease Year, and the amount paid by Tenant relating thereto. If the amount paid by Tenant is less than the amount due, Tenant agrees to pay such deficiency to Landlord within thirty (30) days after receipt of the Statement. If the amount paid by Tenant for the prior Lease Year exceeds the amount due from Tenant, such overage shall be credited to amounts due from Tenant for the current Lease Year. If Tenant defaults under this Lease, Landlord may apply any funds in the impound account to any obligation then due under this Lease without waiving any other remedy available under this Lease or applicable law. Provided Tenant is not in default under the Lease, Tenant’s share of Center Operating Costs shall not exceed during the first Lease Year. 4.12 Tenant’s Audit Right. Notwithstanding anything in Section 4.11 to the contrary, if Tenant disputes the amount of Center Operating Costs stated in the Statement, Tenant may, at Tenant’s own cost and expense, designate, within ninety (90) days after receipt of that Statement, an independent certified public accountant to inspect Landlord’s records. Tenant is not entitled to request that inspection, however, if Tenant is then in default under this Lease. The accountant must be a member of a nationally recognized accounting firm and must not charge a fee based on the amount of Additional Rent that the accountant is able to save Tenant by the inspection. Tenant must give reasonable notice to Landlord of the request for inspection, and the inspection must be conducted in Landlord’s offices at a reasonable time or times. If, after that inspection, Tenant still disputes the Center Operating Costs, a certification of the proper amount shall be made, at Tenant’s expense, by Landlord’s independent certified public accountant. That certification shall be final and conclusive. Any objection of Tenant to the Statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on the Statement, nor shall any failure of Landlord to deliver the Statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on the Statement. If Tenant’s Additional Rent as finally determined for the year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) days of Tenant’ s receipt of Landlord’s accountant’s certification. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for the year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease; provided, however, if it is determined that the Statement overstated the Tenant’s Additional Rent for the year in question by less than three percent (3%), Tenant shall pay to Landlord its actual and reasonable expenses incurred in arbitrating and/or auditing such statement as Additional Rent. 4.13 Prorationing. Upon termination of this Lease, the amount payable by Tenant for rent shall be prorated on the basis which the number of days from the commencement of the year in which the termination occurs to and including said termination date bears to 365. A similar Non-disclosable Under California Government Code § 6254 12 proration shall be made for the year in which the Lease commences. The obligation of Tenant under this section shall survive the termination of this Lease. ARTICLE 5 [RESERVED] ARTICLE 6 CALIFORNIA ACCESS DISCLOSURES AND OBLIGATIONS 6.1 Disclosure. Landlord discloses, pursuant to California Civil Code Section 1938, that (i) to Landlord’s actual knowledge, Landlord has not caused to be performed a Certified Access Specialist (“CASp”) inspection of the Premises, and (ii) Landlord has not been issued a disability access inspection certificate as described in California Civil Code Section 55.53(e) for the Premises. Landlord makes the following statutory disclosure pursuant to California Civil Code Section 1938(e): “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” 6.2 Inspection Election and Obligations. Should Tenant elect to have a CASp inspection of the Premises (which Landlord and Tenant agree do not include any of the Common Area), Tenant shall give Landlord no less than ten (10) days prior written notice of the name of the CASp inspector and the date such inspection is scheduled. Landlord, and its authorized representatives, shall have the right to accompany and participate in such CASp inspection. Tenant shall be responsible for the costs, expenses and fees of such inspection and, to the extent that the CASp inspection discloses the need for any corrections pursuant to California Civil Code Section 55.53, then Tenant shall, at Tenant’s sole cost and expense, make any repairs, corrections, or other such applicable and related construction alterations or modifications set forth in such CASp inspection report (and pursuant to the terms of the Lease) so that Tenant may obtain a certification from said CASp inspector that the Premises Non-disclosable Under California Government Code § 6254 13 meets all applicable construction-related accessibility standards and related laws and codes pursuant to California Civil Code Section 55.53. Upon Landlord’s request, Tenant shall supply to Landlord copies of all CASp reports, certificates, and other data generated by the CASp inspection. 6.3 Confidentiality. Any CASp inspection report of the Premises (including any related reports, surveys or other documentation) shall remain confidential and Tenant shall not disclose the results to any other person (other than Landlord, if requested), except to the extent required by governmental authority or pursuant to law; provided, however, to the extent allowed by law, Tenant shall require in writing from any such person to whom it discloses any CASp inspection report, to keep the contents of such report confidential and to indemnify and defend Landlord in the same manner as Tenant is required in the following sentence. Tenant agrees to indemnify, defend, protect Landlord and save and hold harmless Landlord from any claims, actions, damages, costs (including attorney fees and costs), injury or harm resulting from any violation of these confidentiality obligations including any resulting litigation, costs of litigation and attorney fees and costs. The confidentiality agreement and indemnification provision in this Section 6.3 shall survive the termination or expiration of this Lease. ARTICLE 7 CONSTRUCTION OF PREMISES 7.1 Landlord and Tenant Improvements. 7.1.1 Landlord shall, at its cost and expense, pursue to completion the improvements to be erected by Landlord (“Landlord’s Work”) as shown on the attached Exhibit “B”. Tenant shall commence the installation of fixtures, equipment and shall perform any of Tenant’s work (“Tenant’s Work”) in the tenant improvement drawings approved by Landlord or as set forth on Exhibit “C”, promptly upon substantial completion of Landlord’s Work on the Premises and shall diligently pursue such installation and performance to completion. If Landlord performs any of the Tenant’s Work, or portion thereof, Tenant shall pay any cost or expense of Landlord so incurred within thirty (30) days after receipt of a bill therefor. Said bill will be based upon Landlord’s costs and expenses plus supervision, and architectural expenses, if any. 7.1.2 Tenant shall provide to Landlord for Landlord’s approval Tenant’s plans and specifications for Tenant’s Work to the Premises within thirty (30) days after Landlord provides Tenant with Landlord’s plans and specifications for the cold shell construction of the Premises. Landlord shall reasonably approve or provide Tenant with its objections to Tenant’s plans within fifteen (15) days of its receipt of same. If Landlord does not reasonably approve of such plans, then Tenant shall provide Landlord with revised plans within ten (10) days of Tenant’s receipt of Landlord’s objections. Landlord shall either approve or provide Tenant with objections to Tenant’s revised plans within ten (10) days of its receipt of same. If Landlord does not approve of Tenant’s revised plans, then Tenant shall again revise its plans within ten (10) days and Landlord shall again approve or object to them within ten (10) days of Landlord’s receipt of same, and so on between the parties, until Landlord approves of such plans. Tenant shall obtain all necessary permits and approvals (“Permits”) for its intended use of the Premises and Tenant’s Work. Tenant Non-disclosable Under California Government Code § 6254 14 shall submit applications for Permits for Tenant’s Work with the City within ninety (90) days of receipt from Landlord of shell drawings sufficient for Tenant to create CDs. Tenant agrees to diligently pursue obtaining all necessary Permits to commence its Tenant’s Work. 7.1.3 Landlord shall have the right but not the obligation to perform, on behalf of and for the account of Tenant, subject to reimbursement of the cost thereof by Tenant, any and all of the Tenant’s Work which Landlord determines, in its reasonable discretion, should be performed immediately and on an emergency basis for the best interest of the Center, or as required by any governmental entity or required for compliance with any manufacturer’s warranty, including without limitation, work which pertains to structural components, mechanical, sprinkler and general utility systems, roofing and removal of unduly accumulated construction material and debris. 7.2 Parking Facilities. As part of Landlord’s Work, Landlord shall have constructed upon the Center at its own cost access roads, sidewalks and parking lot facilities substantially as shown on Exhibit “A”, provided Landlord shall have the right to reasonably alter or modify same at any time pursuant to Section 7.4 below. 7.3 Changes and Additions to Building. Landlord hereby reserves the right at any time to make alterations or additions to and to build additional stories on the Building, so long as such alterations or additions to or building of additional stories on the Building do not require Tenant to cease operation of the Permitted Use. Landlord also reserves the right to construct other improvements in the Center from time to time and to make alterations thereof or additions thereto. Easements for light and air are not included in the leasing of these Premises to Tenant. Landlord further reserves the exclusive right to the roof of the Building, except as may be otherwise provided in this Lease. 7.4 Right to Adjust. The purpose of the Site Plan is to show the approximate location of the Premises. Notwithstanding any other provision contained in this Lease, after Landlord’s initial construction of the Building and Common Area, Landlord reserves the right at any time to relocate, vary and adjust the size of the Building (but not the size of the Premises), parking areas, and other Common Areas as shown on the Site Plan; provided, however, (i) that said parking area shall at all times provide for parking stalls within the Center as required by the City and (ii) any such relocation, varying or adjusting the size of the Building, parking areas, and other Common Areas as shown on the Site Plan do not require Tenant to cease operation of the Permitted Use. ARTICLE 8 USE OF PROPERTY 8.1 Permitted Use. Tenant shall use the Premises only for the Permitted Use set forth in Section 1.8 above and for no other use or purpose, without Landlord’s written consent, to be given or withheld in Landlord’s reasonable discretion. 8.2 Manner of Use. 8.2.1 Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with or infringe on the rights of other occupants or Non-disclosable Under California Government Code § 6254 15 customers of the Center, or injure or annoy them, or use or allow the Premises to be used for any improper, immoral, or objectionable purposes; nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises commit or suffer to be committed any waste in, on or about the Premises. Tenant may set out trash containers on the sidewalk adjacent to its Premises, provided Tenant empties such containers throughout the day so that they do not overflow with trash. Landlord agrees that upon Tenant’s performing and observing the terms, covenants, conditions, and provisions on its part to be performed and observed hereunder, Tenant shall and may peaceably and quietly have, hold, and enjoy the Premises during the Term without any manner of hindrance or molestation from Landlord or anyone claiming under Landlord, subject, however, to the terms of this Lease. 8.2.2 Except as otherwise provided in the Addendum, Tenant shall not do or permit to be done in or about the Premises, nor bring, keep or permit to be brought or kept therein, anything which is prohibited by or will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated, or which is prohibited by any standard form of fire insurance policy or will in any way increase the existing rate of or affect any fire or other insurance upon the building or any part thereof or any of its contents, or cause a cancellation of any insurance policy covering the building or any part thereof or any of its contents or be in violation of any recorded document affecting the Premises. Except as otherwise provided in the Addendum, Tenant shall comply with all governmental laws, ordinances and regulations applicable to the Premises, as well as any order, directive or certificate of occupancy issued pursuant to any law, ordinance or regulation by any public officer insofar as the same relates to or affects the condition, use or occupancy of the Premises, including but not limited to, (i) requirements of structural changes related to or affected by Tenant’s acts, occupancy or use of the Premises, and (ii) any and all requirements relating to the Premises imposed by applicable law including, but not limited to, modifications of existing portions of the Premises required under the Americans with Disabilities Act (“ADA”) or any other applicable laws, all at Tenant’s sole expense. Landlord shall be responsible to comply with all ADA requirements applicable to Landlord’s Work and the Common Area of the Center at its own cost and expense, provided any change in the rules and regulations of the ADA or current interpretations thereof as of the effective date on this Lease that requires any modifications or additions to the Common Area shall be a Center Operating Cost. 8.2.3 Tenant shall obtain and pay for all permits, including a certificate of occupancy, required for Tenant’s Work and occupancy of the Premises and shall promptly take all substantial and non-substantial actions necessary to comply with all applicable statutes, ordinances, rules, regulations, orders and requirements regulating the use by Tenant of the Premises, including the Occupational Health and Safety Act. 8.2.4 Tenant shall reasonably conduct its business in the Premises during the regular customary days and hours for such type of business in the city or trade area in which the Center is located, and will reasonably keep the Premises open for business during the same days, nights and hours as the majority of the chains and major tenants located in the Center. 8.2.5 Tenant agrees not to establish or change the signage for the advertised name of the business operated in the Premises without the written permission of Landlord, which shall not be unreasonably withheld or delayed. Non-disclosable Under California Government Code § 6254 16 8.2.6 Tenant and Tenant’s employees and agents shall not solicit business in the parking or other Common Areas, nor shall Tenant distribute any handbills or other advertising matter in automobiles parked in the parking area or in other Common Areas. 8.3 [Reserved]. 8.4 Indemnification. 8.4.1 Tenant shall indemnify, defend and protect Landlord and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or about the Premises or Center, or the occupancy or use by Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, tenants or concessionaires. Tenant shall further indemnify, protect and hold Landlord harmless from and against any and all claims arising from any breach or default in performance of any obligation of Tenant’s part to be performed under the terms of this Lease, or arising from any act, neglect, fault or omission of Tenant or its agents, contractors, employees, servants, tenants or concessionaires, and from and against all costs, attorneys’ fees, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon. In case any action or proceeding shall be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend the same at Tenant’s expenses by counsel reasonable approved in writing by Landlord. Tenant, as a material part of the consideration to Landlord, hereby waives all claims against Landlord for and assumes all risk of damage to property or injury to persons in, upon or about the Premises from any cause whatsoever except (i) that which is caused by the failure of Landlord to observe any of the terms and conditions of this Lease where such failure has persisted for an unreasonable period of time after written notice of such failure, and (ii) Landlord’s negligence or intentional misconduct. 8.4.2 Landlord shall indemnify, defend and protect Tenant and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or about the Common Area of the Center, or any part thereof, or occasioned wholly or in part by any act or omission of Landlord, its agents, contractors, employees or servants. Landlord shall further indemnify, protect and hold Tenant harmless from and against any and all claims arising from any breach or default in performance of any obligation of Landlord’s part to be performed under the terms of this Lease, or arising from any act, neglect, fault or omission of Landlord or its agents, contractors, employees or servants, and from and against all costs, attorneys’ fees, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon. In case any action or proceeding shall be brought against Tenant by reason of any such claim, Landlord upon notice from Tenant shall defend the same at Landlord’s expenses by counsel reasonably approved in writing by Tenant. Landlord, as a material part of the consideration to Tenant, hereby waives all claims against Tenant for and assumes all risk of damage to property or injury to persons in, upon or about said Common Area from any cause whatsoever except (i) that which is caused by the failure of Tenant to observe any of the terms and conditions of this Lease where such failure has persisted for an unreasonable period of time after written notice of such failure, and (ii) Tenant’s negligence or intentional misconduct. Non-disclosable Under California Government Code § 6254 17 8.5 Landlord’s Access. Landlord or its agents may enter the Premises at all reasonable times to show the Premises to potential buyers, investors or tenants or other parties, to inspect the Premises or the equipment therein, to effect repairs to the Premises and/or the building of which it is a part, posting notice of non-responsibility, or for any other purpose Landlord deems necessary, except that entry to the Premises and its limited access areas must be accessed in compliance with State and local laws. Landlord shall give Tenant reasonable prior notice of such entry, except in the case of an emergency. Landlord may reasonably place customary “For Sale” signs on the Premises. Landlord may reasonably place customary “For Lease” signs on the Premises during the last six (6) months of the term of this Lease. ARTICLE 9 HAZARDOUS MATERIALS 9.1 Prohibition of Storage. Tenant shall not cause or permit any Hazardous Materials (as hereinafter defined) to be brought upon, kept or used in or about the Premises by Tenant, its agents, employees, contractors or invitees in a manner or for a purpose prohibited by or which could result in liability under any applicable law, regulation, rule or ordinance. Tenant shall comply with all affirmative legal requirements concerning Hazardous Materials. If Tenant breaches the obligation stated in the preceding sentences, or if the presence of Hazardous Materials on the Premises caused or permitted by Tenant (including Hazardous Materials specifically permitted and identified below) results in a release of a hazardous substances or Hazardous Materials, a discharge of a pollutant or contaminant or any other contamination of the Premises resulting in a potential violation of or incurrence of liability under any law, regulation, rule or ordinance, then Tenant shall indemnify, protect, defend and hold Landlord, its agents and contractors harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, injunctive actions or orders, or losses (including without limitation diminution in value of the Premises, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises, damages arising from any adverse impact on marketing of space in the Premises and sums paid in settlement of claims, “response costs” as defined in the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), attorney’s fees, consultant fees and expert fees) which arise during or after the Term as a result of such contamination. 9.2 Clean-up. This indemnification of Landlord by Tenant pursuant to the section above includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal state or local governmental agency or political subdivision because of Hazardous Materials present in the soil or ground water on or under the Premises or emanating from the Premises. Without limiting the foregoing, if the presence of any Hazardous Materials on the Premises caused or permitted by Tenant results in any contamination of the Premises, Tenant shall promptly take all actions at its sole expense as are necessary to return the Premises to the condition existing prior to the introduction of any such Hazardous Materials to the Premises, provided that Landlord’s approval of such action shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long term or short term effect on the Premises. Non-disclosable Under California Government Code § 6254 18 9.3 Business. Landlord acknowledges that it is not the intent of this section to prohibit Tenant from operating its business as described above. Tenant may operate its business so long as the use or presence of Hazardous Materials is strictly and properly monitored according to all applicable governmental requirements. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be present on the Premises and setting forth any and all governmental approvals or permits required in connection with the presence of Hazardous Materials on the Premises (“Hazardous Materials List”). Tenant shall deliver to Landlord an updated Hazardous Materials List at least once a year and shall also deliver an updated list before any new Hazardous Materials are brought onto the Premises or on or before the date Tenant obtains any additional permits or approvals. In connection with any Hazardous Materials utilized by Tenant on the Premises, Tenant shall be responsible, at its sole cost and expense, for making any necessary modifications or improvements either to Premises or Tenant’s equipment as required by applicable laws, or any governmental agency, Landlord’s insurance company, Landlord’s lender(s), Landlord’s consultant(s), or prospective purchaser(s). Tenant will, at its sole cost and expense, promptly upon receipt of written notice from Landlord complete such improvements. If such work is not promptly undertaken and completed, Landlord shall have the right, but not the obligation, to complete such work and to charge such amounts to Tenant as Additional Rent under this Lease. 9.4 Termination of Lease. Notwithstanding the provisions of Subsection 9.1 above, Landlord shall have the right to terminate the Lease in Landlord’s sole and absolute discretion if (i) any anticipated use of the Premises by Tenant involves the generation or storage, use, treatment or disposal of Hazardous Materials in a manner or for a purpose prohibited by any governmental agency or authority; (ii) Tenant has been required by any governmental authority to undertake removal or remedial action in connection with Hazardous Materials on the Premises if the presence of Hazardous Materials resulted from Tenant’s action or use of the Premises (unless Tenant is in full compliance with all requirements connected with such removal or remedial action); or (iii) Tenant is subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of Hazardous Materials on the Premises (unless Tenant is in full compliance with the terms of such enforcement order). 9.5 Assignment and Subletting. Notwithstanding the provisions of Subsection 9.1 above, if (i) any anticipated use of the Premises by any proposed assignee or sublessee involves or reasonably could involve the generation or storage, use, treatment or disposal of Hazardous Materials in a manner or for a purpose prohibited by any law, regulation, rule or ordinance; (ii) the proposed assignee or sublessee has been required by any prior landlord, lender or governmental authority to undertake removal or remedial action in connection with any Hazardous Materials on a property if the presence of the Hazardous Materials resulted from such party’s action or use of the property in question; or (iii) the proposed assignee or sublessee is subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of Hazardous Materials, it shall not be unreasonable for Landlord to withhold its consent to an assignment or subletting to such proposed assignee or sublessee. This section shall not preclude other grounds for Landlord’s rejection of a sublease or assignment pursuant to any other provisions of this Lease. Non-disclosable Under California Government Code § 6254 19 9.6 Landlord’s Right to Perform Tests. At any time prior to the expiration of the Term, Landlord shall have the reasonable right to enter upon the Premises in order to conduct appropriate tests of water and soil and to deliver to Tenant the results of such tests to demonstrate that levels of any Hazardous Materials in excess of permissible levels has occurred as a result of Tenant’s use of the Premises. Tenant shall further be solely responsible for and shall defend, indemnify and hold Landlord, its agents and contractors harmless from and against all claims, costs and liabilities including actual attorneys’ fees and costs, arising out of or in connection with any removal, remediation, clean up, restoration and materials required hereunder to return the Premises and any other property of whatever nature to their condition existing prior to the appearance of the Hazardous Materials in violation of Section 9.1 above. 9.7 Tenant’s Obligations. Tenant’s obligations under this Article 9 shall survive the termination of the Lease. During any period of time employed by Tenant after the termination of this Lease to complete the removal from the Premises or remediation of any such Hazardous Materials released in violation of Section 9.1 above, Tenant shall continue to pay the Rent in accordance with this Lease, which shall be prorated daily. 9.8 Health and Safety Code and Civil Code Notification Requirements. Tenant recognizes its obligations under California Health and Safety Code to notify Landlord of any release of any Hazardous Materials that Tenant knows or has reason to believe has or will come to be located on or beneath the Premises. Tenant further recognizes its obligations under California Civil Code sections 850, et seq. to notify Landlord of any release of a Hazardous Material of which Tenant has actual awareness and which is likely to exceed the notification threshold as defined in California Civil Code section 850. 9.9 Definition of “Hazardous Materials”. The term “Hazardous Materials” shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant or infectious or radioactive material, mold or petroleum product including but not limited to those substances, materials or wastes regulated now or in the future by any federal, state or local law, statute, rule, regulation or ordinance for the protection of health or the environment (but not cannabis and cannabis products, except to the extent covered under State or local law or, subject to the terms of the Addendum as to Federal law). ARTICLE 10 PARKING AND COMMON USE AREAS AND FACILITIES 10.1 Control of Common Areas by Landlord. “Common Areas” means all areas, space, equipment and special services provided by Landlord for the common or joint use and benefit of the occupants of the Center, their employees, agents, servants, customers and other invitees, including without limitation parking areas, access roads, driveways, retaining walls, Center pylons or monuments, landscaped areas, truck service-ways, and pedestrian sidewalks. All Common Areas shall at all times be subject to the exclusive control and management of Landlord, and Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to the Common Areas. Landlord shall have the reasonable right to construct, maintain and operate lighting facilities on all said areas and improvements; to police the same; from time to time to change the area, level, location and arrangement of parking areas and Non-disclosable Under California Government Code § 6254 20 other facilities hereinabove referred to; to restrict parking by tenants, their officers, agents and employees to employee parking areas; to reserve certain portions of the Common Areas for the exclusive use of other occupants of the Center; to close all or any portion of said areas or facilities to such extent as may, in the opinion of Landlord’s counsel, be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or the public therein; to close temporarily all or any portion of the parking areas or facilities; to discourage non-customer parking; and to do and perform such other acts in and to said areas and improvements as, in the use of reasonable business judgment, the Landlord shall determine to be advisable with a view to the improvement of the convenience and use thereof by tenants, their officers, agents, employees and customers; provided, however, that Landlord’s control and management of the Common Areas shall not (i) require Tenant to cease operation of the Permitted Use (unless otherwise provided in the Addendum) and (ii) result in fewer parking stalls within the Center than required by the City. Landlord will operate and maintain the Common Areas referred to above in such manner as Landlord, in its reasonable discretion, shall determine from time to time. Without limiting the scope of such discretion, Landlord shall have the reasonable right and authority to employ all personnel and to make all rules and regulations pertaining to and necessary for the proper operation and maintenance of the Common Areas and facilities. 10.2 License. All Common Areas and facilities not within the Premises which Tenant may be permitted to use and occupy, are to be used and occupied under a revocable license. ARTICLE 11 IMPROVEMENTS 11.1 Signs and Auctions. No auction, fire or bankruptcy sales may be conducted in the Premises, and no signs advertising such sales shall be posted on the Premises without the prior reasonable written consent of Landlord. 11.2 Installation by Tenant. Tenant shall not make or cause to be made any alterations, additions or improvements or install or cause to be installed any trade fixtures, exterior signs, exterior machinery, floor covering, interior or exterior lighting, plumbing fixtures, shades or awnings or make any changes to the Premises without the prior reasonable written consent of Landlord. All fixtures installed by Tenant shall be new or completely reconditioned. Tenant shall present to Landlord plans and specifications for such work at the time approval is sought. 11.3 Improvements. It is understood and agreed by Tenant that any and all leasehold improvements made to the Premises by Tenant prior to or during the Term or any extensions thereof shall be subject to Landlord’s prior reasonable approval and consent. As a condition to giving consent to Tenant improvements, Landlord may require that Tenant agree to remove any such alterations, additions, improvements or utility installations at the expiration of the Term and to restore the Premises to their prior condition. As a further condition to giving such consent, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a lien and completion bond in an amount equal to one and one-half (1-1/2) times the estimated cost of such improvements to insure Landlord against any liability for mechanics’ and materialmen’s liens and to insure completion of the work. Non-disclosable Under California Government Code § 6254 21 11.4 Ownership of Improvements. All Tenant improvements, alterations, additions and improvements to the Premises, including signs and sign cases, made by Tenant, or made by Landlord on Tenant’s behalf and for which Tenant has paid Landlord in accordance with this Lease, shall remain the property of the Tenant for the Term of the Lease, or any extension or renewal thereof. 11.5 Removal and Restoration. Landlord may, in its sole and absolute discretion, require Tenant upon expiration or termination of the Term to return all or part of the Premises to their condition as existed at the commencement of the Term, removing any alteration, addition or improvement made by Tenant, or made by Landlord on the Tenant’s behalf. In removing any such alteration, addition or improvement as may be required by the Landlord, the Tenant shall repair any damage to the Premises caused by such removal and, prior to such removal Tenant shall post a bond or other security as may be requested by the Landlord in order to insure the Landlord that the Premises will be repaired in a prompt and workmanlike manner. 11.6 Liens. Tenant shall keep the Premises and any building of which the Premises are a part free from any liens arising out of work performed, materials furnished or obligations incurred by Tenant and shall indemnify, hold harmless and defend Landlord from any liens and encumbrances arising out of any work performed or materials furnished by, or at the direction of, Tenant. In the event that Tenant shall not, within thirty (30) days following the imposition of any lien, cause such lien to be released of record by payment or posting of a proper bond. Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien. All such sums paid by Landlord and all expenses incurred by it in connection therewith shall bear interest at the rate of ten percent (10%) per annum from the date expended until the date repaid. Landlord shall have the right at all times to post and keep posted on the Premises any notices permitted or required by law, or which Landlord shall deem proper, for the protection of Landlord and the Premises, and any other party having an interest therein from mechanics’ and materialmen’s liens, and Tenant shall give to Landlord at least five (5) business days prior written notice of the expected date of commencement of any work relating to alterations or additions to the Premises if the total cost of such work exceeds and the work is not an emergency or otherwise related preventing Tenant’s closure. 11.7 Signs, Awnings and Canopies. Tenant shall be allowed to place its signage on a portion of the lower half of at least one (1) of the pylon or monument signs for the Center (and not reserved for the exclusive use of another occupant of the Center), as mutually agreed upon by Landlord and Tenant, provided Tenant pays Landlord for its pro rata share (based on the area of the signage allowed on such sign, and the area thereof used by Tenant) of all of Landlord’s costs to construct and maintain such sign (including electric power thereto). Tenant shall be responsible at its sole cost to maintain its signage in a first-class condition. Tenant will not place or suffer to be placed or maintained on any exterior door, wall or window of the Premises any sign, awning or canopy, or advertising matter or other thing of any kind, and will not place or maintain any decoration, lettering or advertising matter on the glass of any window or door of the Premises without first obtaining Landlord’s written reasonable approval and consent of any governmental body requiring approval of signs in the Center. Landlord has approved the signage set forth on Exhibit “D” attached hereto and made a part hereof. Tenant further agrees to maintain such signs, Non-disclosable Under California Government Code § 6254 22 awnings, canopy, decoration, lettering or other advertising matter as may be approved in first class condition and repair at all times. Prior to termination of this Lease, Tenant shall remove all of its signage from the Premises and make repair to, and repaint such repairs to the then existing color, all surfaces to which such signs were affixed. 11.8 Surrender. Upon the expiration or sooner termination of the term hereof, Tenant shall surrender the Premises including, without limitation, all keys and all apparatus and fixtures then upon the Premises, in as good condition as when received, reasonable wear and tear alone excepted, broom clean and free of trash and rubbish and, subject to Landlord’s reasonable election set forth in Section 12.6 below, with all alterations, changes, additions and improvements (other than Tenant’s trade fixtures and equipment), which may have been made or installed from time to time either by Landlord or Tenant in, on or about the Premises. All of the same shall be the property of Landlord and shall be surrendered by Tenant without any injury, damage or disturbance thereto, and Tenant shall not be entitled to any payment therefor. Such property of Landlord shall include, without limitation, all interior lighting fixtures, fluorescent tubes and bulbs, and all partitions, unless movable or portable. 11.9 Trade Fixtures. Moveable trade fixtures, furniture and other personal property installed in the Premises by Tenant at its cost shall be Tenant’s property unless otherwise provided in this Lease, and Tenant shall remove all of the same, specifically including Tenant’s identification signs, prior to the termination of this Lease and at its own cost and repair any damage to the Premises and the building caused by such removal. If Tenant fails to remove any of such property at the expiration or sooner termination of the Lease term, Landlord may at its option retain such property as abandoned by Tenant and title thereto shall thereupon vest in Landlord, or Landlord may remove the same and dispose of it in any manner and Tenant shall, upon demand, pay Landlord the actual expense of such removal and disposition plus the cost of repair of any and all damage to the Premises and Building resulting from or caused by such removal. Landlord may offset any expense incurred against Tenant’s security deposit. In the event the security deposit does not cover Landlord’s expense, Tenant shall submit payment within ten (10) days following written notice from Landlord. 11.10 Removal of Tenant’s Property. If, at any time during the last thirty (30) days of the term hereof, Tenant has removed all or substantially all of its aforesaid property from the Premises, Landlord shall thereafter have the right to enter said Premises for the purpose of altering, renovating and/or redecorating the same. Any such entry or work by Landlord shall not entitle Tenant to any abatement of rent or any other sum payable hereunder nor shall such entry or work be deemed an eviction or disturbance of Tenant’s use and occupancy. ARTICLE 12 CONDITION OF PROPERTY, MAINTENANCE, REPAIRS AND ALTERATIONS 12.1 Existing Conditions. Tenant accepts the Premises in its condition as of the Full Rent Date, subject to all recorded matters, laws, ordinances, and governmental regulations and orders. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation as to the condition of the Premises or the suitability of the Premises for Tenant’s intended use, except as specifically provided for herein. Landlord represents and warrants that as Non-disclosable Under California Government Code § 6254 23 of the Full Rent Date, the Premises, including Landlord’s Work, shall not be in violation of any governmental law, regulation or building code, including the ADA. If there is any governmental law that requires any seismic retrofitting to the Premises (that is not required as a result of any improvement made thereon by Tenant) or new ADA law or regulation regarding the exterior doors or door to the bathroom or any fixtures in the bathroom (that were not installed by Tenant) then Landlord shall make the appropriate renovations to such items at Landlord’s sole cost and expense. 12.2 Exemption of Landlord from Liability; Waiver. Landlord shall not be liable for any damage or injury to the person, business (or any loss of income therefrom), goods, wares, merchandise or other property of Tenant, Tenant’s employees, invitees, customers or any other person in or about the Premises, whether such damage or injury is caused by or results from: (a) fire, steam, electricity, water, gas, rain or act of God or nature; (b) the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or any other cause; (c) conditions arising in or about the Premises or upon other portions of the Building of which the Premises is a part, or from other sources or places; or (d) any act or omission of any other tenant or occupant of the Center. Landlord shall not be liable for any such damage or injury even though the cause of or the means of repairing such damage or injury are not accessible to Tenant. Tenant, as a material part of the consideration to be rendered to Landlord, hereby waives all claims against Landlord for the foregoing damages from any cause arising at any time. The provisions of this section shall not, however, exempt Landlord from liability for Landlord’s negligence or willful misconduct. With respect to this Section 12.2, Tenant acknowledges that it is familiar with Section 1542 of the California Civil Code which reads: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor….” and hereby releases Landlord from any unknown claims and waives all rights it may have under Section 1542 of the Civil Code or under any other statute or common law principle of similar effect. 12.3 Tenant’s Obligations. 12.3.1 Tenant agrees at all times, at its own cost and expense, to repair, maintain in good and tenantable condition and replace, as necessary, the Premises and every part thereof (except that portion of the Premises to be maintained by Landlord under Section 12.4) including, without limitation, the following: all meters, pipes, conduits, equipment, components and facilities that supply the Premises exclusively with utilities (except if the appropriate utility company has assumed these duties) or that form an air conditioning, heating and ventilating system exclusively servicing the Premises; all fixtures and other equipment installed in the Premises; all exterior and interior glass installed in the Premises; the store front(s); all signs (see Section 12.4); locks and closing devices; all window sashes, casements and frames; doors and door frames; floor coverings; and all such items of repair, maintenance, alteration, improvement or reconstruction as may be required at any time or from time to time by any governmental agency having jurisdiction thereof. Landlord has the right in its reasonable discretion, but not the obligation, to paint/stain/varnish or otherwise refinish Tenant’s store front, window sashes, casements, frames, doors and door jams with Landlord having the right, but not the obligation, to include all such costs as Center Operating Costs under Section 4.8 hereof. Tenant shall promptly replace any portion of the Premises or system or equipment in the Premises which cannot be fully repaired, regardless of whether the benefit of such replacement extends beyond the Term. Landlord shall obtain or cause Tenant to Non-disclosable Under California Government Code § 6254 24 obtain, a preventive maintenance contract providing for the regular inspection and maintenance of the heating and air conditioning system (including leaks around ducts, pipes, vents, or other parts of the air conditioning) by a licensed heating and air conditioning contractor. If obtained by Landlord, Tenant shall pay Landlord for the cost of such contract as Additional Rent. It is the intention of Landlord and Tenant that, at all times following the completion of Landlord’s Work and Tenant’s Work, Tenant shall maintain the Premises in an attractive, first-class, and fully operative condition. 12.3.2 All of Tenant’s obligations to maintain and repair shall be accomplished at Tenant’s sole expense. If Tenant refuses or neglects to repair properly as required hereunder and to the reasonable satisfaction of Landlord, Landlord may, on fifteen (15) days’ prior notice (except that no notice shall be required in case of emergency) enter the Premises and perform such repair and maintenance on behalf of Tenant without liability to Tenant for any loss or damage that may accrue to Tenant’s merchandise, fixtures, or other property or to Tenant’s business by reason thereof and upon completion thereof, Tenant shall pay Landlord’s costs for making such repairs plus twenty percent (20%) for overhead, upon presentation of a bill therefor, as Additional Rent. Said bill shall include interest at ten percent (10%) on said costs from the date of completion of repairs by Landlord. 12.4 Landlord’s Obligations. Subject to the provisions of Section 12.3, Article 10, Article 13, and Article 14, Landlord shall repair, maintain in good and tenantable condition and replace, as necessary, at its sole cost and expense, structural parts of the Premises including the structural components of the roof, exterior walls, foundation, exterior canopies, truck loading facilities and all meters, pipes, conduits, equipment, components and facilities that supply the Premises with utilities on a nonexclusive basis (except if the appropriate utility company has assumed these duties); provided, however, that Landlord shall not be required to make repairs necessitated by reason of the negligence or willful misconduct of Tenant or its agents, employees, contractors, vendors, customers or invitees, by reason of the failure of Tenant to perform or observe any conditions or agreements of this Lease, or by reason of any improvements made by Tenant or anyone claiming under Tenant. In addition, Landlord shall have the right, but not the obligation, to maintain and repair at Tenant’s expense any and all signs maintained by Tenant, including but not limited to, repairing the sign face and electrical portions of any Tenant sign, and waxing and/or refinishing the cabinet sign faces. Any and all of such costs and expenses of Landlord shall be Center Operating Costs. Tenant waives the benefit of California Civil Code sections 1941 and 1942 and of any other present or future statute which might give Tenant the right to terminate the Lease due to the condition of the Premises. It is the intention of Landlord and Tenant that, at all times following the completion of Landlord’s Work, Landlord shall maintain the structural parts of the Premises, including the Building, in fully operative condition. 12.5 Rules and Regulations. 12.5.1 The Tenant agrees as follows: (a) With the exception of garbage and refuse derived from cannabis and cannabis products (which shall be managed by Tenant at its sole cost and expense pursuant to State and local law), all garbage and refuse shall be kept in the kind of container specified by Landlord and shall be placed outside of the Premises in specified trash containers prepared for collection in Non-disclosable Under California Government Code § 6254 25 the manner and at the times and places specified by Landlord. If Landlord shall provide or designate a service for picking up refuse and garbage, Tenant shall use same at Tenant's cost. Tenant shall pay the cost of removal of any of Tenant’s refuse or rubbish. (b) No aerial, antennae or satellite dish shall be erected on the roof or exterior walls of the Premises, or on the grounds, without in each instance, the reasonable written consent of Landlord. Any aerial, antennae or satellite dish so installed without such written consent shall be subject to removal without notice at any time. (c) No loudspeakers, televisions, phonographs, radios, or other devices shall be used in a manner so as to be heard or seen outside of the Premises without the prior written consent of Landlord. (d) The outside areas immediately adjoining the Premises shall be kept clean and free from dirt and rubbish by Tenant to the reasonable satisfaction of the Landlord and Tenant shall not place or permit any obstruction or materials in such areas. No exterior storage shall be allowed without permission in writing from Landlord. (e) Tenant and Tenant’s employees shall park only the number of cars approved and only in those portions of the parking area designated for that purpose by Landlord. (f) The plumbing facilities shall not be used for any other purpose than that for which they are constructed, and no foreign substance of any kind shall be thrown therein, and the expense of any breakage, stoppage, or damage resulting from a violation of this provision shall be borne by Tenant. (g) Tenant shall use at Tenant’s cost such pest extermination contractor as Landlord may direct and at such intervals as Landlord may reasonably require. (h) Tenant shall not burn any trash or garbage of any kind in or about the Premises, or the Building. (i) Tenant shall warehouse, store and/or stock in the Premises only such goods, wares and merchandise as Tenant intends to offer for sale at retail at, in, from or upon the Premises. This shall not preclude occasional emergency transfers of merchandise to the other stores of Tenant, if any, not located in the Center. (j) Tenant shall not cause or permit any odors to be emitted from the Premises which do or may in Landlord’s reasonable judgment affect other tenants or patrons of the Center. Tenant agrees and acknowledges that if Tenant violates the foregoing provision and Landlord receives complaints from other tenant(s) or visitor(s) of the Center, then Landlord shall have the right to determine what corrective measures are reasonably required and all such corrective measures shall be immediately undertaken by Tenant and at Tenant’s sole cost and expense after receipt of notice of the required corrective measures from Landlord. If Tenant does not comply, Landlord shall have the right, but not the obligation, to cause such corrective measures to be implemented and charge any and all costs thereof to Tenant as Additional Rent due under this Lease. Non-disclosable Under California Government Code § 6254 26 12.5.2 Landlord reserves the right from time to time to reasonably amend or supplement the foregoing rules and regulations, and to adopt and promulgate additional reasonable rules and regulations applicable to the Premises. Notice of such rules and regulations and amendments and supplements thereto, if any, shall be given to Tenant and Tenant agrees to comply with all such rules and regulations upon receipt of notice, unless compliance reasonably requires additional time. Landlord shall not be liable in any way to Tenant for any damage or inconvenience caused by any other tenant’s non-compliance with these rules and regulations. Tenant may report to Landlord any violation of the rules and regulations by any other tenant of the Center and Landlord shall investigate and address same, and report to Tenant the results of such investigation and, accordingly, Landlord agrees that upon Tenant’s performing and observing the terms, covenants, conditions, and provisions on its part to be performed and observed hereunder, Tenant shall and may peaceably and quietly have, hold, and enjoy the Premises during the Term without any manner of hindrance or molestation from Landlord or anyone claiming under Landlord. ARTICLE 13 DAMAGE OR DESTRUCTION 13.1 Damage or Destruction to the Premises. Tenant shall notify Landlord in writing immediately upon the occurrence of any damage to the Premises or Building. If the Premises or Building is damaged or substantially destroyed and if the proceeds received by Landlord from the insurance policies described in Article 4 (together with the deductible, if any) are sufficient to pay for the necessary repairs, this Lease shall remain in effect (except that Rent shall be abated) and Landlord shall repair the damage as soon as reasonably possible. Landlord may elect to repair any damage to Tenant’s fixtures, equipment, or improvements. If the insurance proceeds received by Landlord (together with the deductible, if any) are not sufficient to pay the entire cost of repair, or if the cause of the damage is not covered by the insurance policies which Landlord maintains under Article 4, Landlord may elect either to (a) repair the damage as soon as reasonably possible, in which case this Lease shall remain in full force and effect (except that Rent shall be abated), or (b) terminate this Lease as of the date the damage occurred; provided, however, that Landlord may not terminate the Lease if the damage or destruction Premises or Building (or the insufficiency of insurance coverage) is the fault of Landlord, or if such damage occurs within the last three (3) years of the then existing Term of the Lease and Tenant agrees in writing to extend the term of this Lease for an additional five (5) year period after the then existing Term, and said damage was not caused by Tenant, its employees, contractors or anyone else acting through Tenant. Landlord shall notify Tenant within thirty (30) days after receipt of notice of the occurrence of the damage, whether Landlord elects to repair the damage or terminate this Lease. If Landlord elects to repair the damage, Tenant shall pay Landlord the “deductible amount” (if any) under Landlord’s insurance policies or the Tenant’s pro rata share thereof if the Premises is in a multi-tenant building, and, if the damage was due to an act or omission of Tenant, the difference between the actual cost of repair and any insurance proceeds received by Landlord. If the damage to the Premises occurs during the last six (6) months of the Term, Landlord may elect to terminate this Lease as of the date the damage occurred, regardless of the sufficiency of any insurance proceeds and Landlord may retain all such proceeds. Landlord shall notify Tenant of its election within thirty (30) days after receipt of notice of the occurrence of the damage. Non-disclosable Under California Government Code § 6254 27 13.2 Landlord’s Obligations. Landlord shall not be required to repair any injury or damage by fire or other cause, or to make any restoration or replacement of any paneling, decorations, partitions, railings, floor coverings, office fixtures or any other improvements or property installed in the Premises by Tenant or at the direct or indirect expense of Tenant which are not part of the original Tenant improvements paid for by Landlord. Tenant shall be required to restore or replace same in the event of damage except for damage caused solely by the Landlord’s negligence or intentional misconduct. Tenant shall have no claim against Landlord for any damage suffered by reason of any such damage, destruction, repair or restoration, nor shall Tenant have the right to terminate this Lease as the result of any statutory provision now or hereafter in effect pertaining to the damage and destruction of the Premises, except as expressly provided herein; more specifically, Tenant may terminate the Lease if the damage or destruction Premises or Building (or the insufficiency of insurance coverage) is the result of Landlord’s negligence or intentional misconduct. 13.3 Temporary Reduction of Rent. If the Premises is destroyed or damaged and Landlord or Tenant repairs or restores the Premises pursuant to the provisions of this Article 13, any Rent payable during the period of such damage, repair and/or restoration shall be abated. 13.4 Waiver. Because Landlord and Tenant have agreed that the provisions of this Article 13 shall govern the rights and obligations of Landlord and Tenant in the event of any damage or destruction of the Premises, Tenant waives the provisions of California Civil Code Section 1932(2) which indicates that the hirer of a thing may terminate the hiring before the end of the term “when the greater part of the thing hired, or that part which was and which the letter had at the time of the hiring reason to believe was the material inducement to the hirer to enter into the contract, perishes from any other cause than the want of ordinary care of the hirer,” and of California Civil Code Section 1933(4) which indicates that “the hiring of a thing terminates by the destruction of the thing hired,” and of any similar statute, code or judicial decision which grants a tenant the right to terminate the lease in the event of damage or destruction of the Premises. ARTICLE 14 CONDEMNATION 14.1 Total Condemnation. If the whole of the Premises shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose, then the Term of this Lease shall cease and terminate as of the date of title vesting in such proceeding and all rentals shall be paid up to that date and Tenant shall have no claim against Landlord for the value of any unexpired Term of this Lease. 14.2 Partial Condemnation. If any part of the Premises shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose, and in the event that such partial condemnation shall render the Premises unsuitable for the business of Tenant, then the Term of this Lease shall cease and terminate as of the date of title vesting in such proceeding and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. In the event such partial condemnation is not extensive enough to render the Premises unsuitable for the business of Tenant, then Landlord shall within a reasonable time restore the Premises to a condition comparable to its condition at the time of such condemnation less the portion lost in the taking, Non-disclosable Under California Government Code § 6254 28 and this Lease shall continue in full force and effect, except that Rent shall be abated while Landlord restores the Premises and Rent shall be reduced after Landlord restores the Premises to reflect the portion of the Premises lost in the taking. 14.3 [Reserved] 14.4 Distribution of Condemnation Award. Any condemnation award or payment shall be distributed in the following order: (a) first, to any ground lessor, mortgagee or beneficiary under a deed of trust encumbering the Premises, the amount of its interest in the Premises; (b) second, to Tenant representing the lost value of the Lease and its ability to conduct the Permitted Use on the Premises (provided such lost value does not reduce the amount of Landlord’s award), loss of or damage to Tenant’s trade fixtures or removable personal property, and relocation expenses; and (c) third, to Landlord, the remainder of such award, whether as compensation for reduction in the value of the leasehold, the taking of the fee, or otherwise. If this Lease is not terminated, Landlord shall repair any damage to the Premises caused by the condemnation, except that Landlord shall not be obligated to repair any damage for which Tenant has been reimbursed by the condemning authority. If the severance damages received by Landlord are not sufficient to pay for such repair, Landlord shall have the right to either terminate this Lease or make such repair at Landlord’s expense. ARTICLE 15 ASSIGNMENT AND SUBLETTING 15.1 Landlord’s Consent Required. Tenant shall not either voluntarily or by operation of law, assign, mortgage, pledge, hypothecate or encumber this Lease or the leasehold interest created hereby or any interest herein, or sublet the Premises or any portion thereof, or license the use of all or any portion of the Premises or permit any other person to occupy or use the Premises or any portion thereof (collectively referred to herein as a “Transfer”), without the reasonable written consent of Landlord first had and obtained, which consent is subject to the following conditions: (i) the proposed transferee’s use of the Premises must be consistent with Articles 8 and 9 hereof; (ii) in Landlord’s reasonable business judgment, the proposed transferee must have sufficient business reputation and experience to operate a successful business of the type and quality permitted under this Lease; (iii) the proposed Transfer must not breach any covenant of Landlord respecting radius, business location, use or exclusivity in any other lease, financing agreement or any other agreement relating to the Center or, in Landlord’s reasonable business judgment, create a tenant mix concern; (iv) fifty percent (50%) of any profit received by Tenant from the proposed Transfer (except for any Permitted Transfers), whether during or after the Term of this Lease, shall be paid to Landlord when received; and (v) the proposed transferee must not be an existing tenant in the Center. 15.2 Transfers of Interests in Tenant Requiring Landlord’s Consent. If Tenant or its general partner or manager hereunder is a corporation which, under the laws of California, is not deemed a public corporation, or is an unincorporated association, partnership, or a limited liability company, then the transfer, assignment, or hypothecation of any stock or interest in such corporation, association, partnership or limited liability company or its general partner or manager Non-disclosable Under California Government Code § 6254 29 in the aggregate in excess of fifty percent (50%) shall be deemed a Transfer under the meaning of this Article 15. 15.3 Permitted Transfers. Tenant may, without Landlord’s consent, sublet all of the Premises or assign the Lease (but only after prior written notice to Landlord) to (a) a parent, subsidiary, affiliate, division or other entity controlling, controlled by, or under common control with Tenant; (b) a successor entity related to Tenant by merger, consolidation, reorganization or government action; (c) a party that acquires Tenant’s leasehold interest provided, such party engages in the Permitted Use, subject to the terms of the Lease. More specifically, Tenant may assign (or sublease) its entire interest in the Lease to an assignee or subtenant that is majority owned, individually or in combination, by (a) Lessee, (b) Lessee’s Managing Member, Elliot Lewis, (c) South Cord Holdings LLC, a California limited liability company (or a subsidiary of South Cord Holdings LLC), and/or (iv) Guarantor. 15.4 Transfer Without Consent. Any Transfer without Landlord’s prior written consent shall, at the option of the Landlord, constitute a non-curable breach of this Lease and shall not act as a release of Tenant or Guarantor hereunder, from any of the obligations and agreements on its part to be kept and performed hereunder. Tenant hereby fully waives and relinquishes any rights it may have under California Civil Code Section 1995.310, otherwise permitting Tenant to seek damages against Landlord and/or to attempt to terminate this Lease in connection with an allegation that Landlord has unreasonably withheld consent to a Transfer. Tenant agrees and acknowledges that Tenant’s sole right and remedy against Landlord in such instance shall be to seek and to have the Transfer approved as consistent with the terms and provisions of this Lease or based upon a determination that Landlord has unreasonably withheld its consent to the proposed Transfer. 15.5 No Release of Guarantor. No Transfer permitted by this Article 15, shall release Guarantor without an express written agreement to the contrary. Landlord’s acceptance of rent from any other person is not a waiver of any provision of this Article 15. Consent to one transfer is not a consent to any subsequent transfer. If Tenant’s transferee defaults under this Lease, Landlord may proceed directly against Guarantor without pursuing remedies against the transferee. Landlord may consent to subsequent assignments or modifications of this Lease by Tenant’s transferee, without notifying Tenant or obtaining its consent. Such action shall not relieve Guarantor’s liability under this Lease. 15.6 Landlord’s Election. Tenant’s request for consent to any Transfer described in Section 15.1 above shall be accompanied by a written statement setting forth the details of the proposed Transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed Transfer (e.g., the term of and rent and security deposit payable under any assignment or sublease), and any other information requested by Landlord. Landlord shall have the obligation, in its reasonable discretion (a) to withhold consent based upon the standards set forth herein; (b) to grant consent; or (c) if the Transfer is a sublease of the Premises or an assignment of this Lease, to terminate this Lease as of the effective date of such sublease or assignment, in which case Landlord may elect to enter into a direct lease with the proposed assignee or subtenant. Non-disclosable Under California Government Code § 6254 30 15.7 No Merger. No merger shall result from Tenant’s sublease of the Premises under this Article 15, Tenant’s voluntary or other surrender of this Lease, a mutual cancellation thereof, or the termination of this Lease in any other manner. In any such event, Landlord may, at its option, terminate any or all subtenancies or succeed to the interest of Tenant as sub-landlord thereunder, or if such sublease was approved by Landlord, the termination shall operate as an assignment to Landlord of any or all such subleases or subtenancies. 15.8 Assignment Fees and Procedures. In the event Landlord shall be requested to consent to a sublease, assignment, pledge, encumbrance, or any other Transfer described in Section 15.1 above, Tenant shall pay Landlord a reasonable fee not to exceed to reimburse Landlord for costs and expenses, excluding attorneys’ fees which shall be reimbursed pursuant to Section 18.2 herein, incurred in connection with reviewing Tenant’s request for consent. Tenant’s check for the assignment fee shall be delivered to Landlord concurrent with Tenant’s request for consent. ARTICLE 16 DEFAULTS; REMEDIES 16.1 Covenants and Conditions. Tenant’s performance of each of Tenant’s obligations under this Lease is a condition as well as a covenant. Tenant’s right to continue in possession of the Premises is conditioned upon such performance. Time is of the essence in the performance of all covenants and conditions. 16.2 Defaults. Tenant shall be in material default under this Lease: 16.2.1 If Tenant abandons or vacates the Premises (other than as permitted hereunder); 16.2.2 If Tenant fails to pay Rent or any other charge required to be paid by Tenant, as and when due where such failure continues for a period of three (3) business days following written notice to Tenant; provided, however, if Tenant fails to timely pay such Rent or charge two (2) times within any twelve (12) month period, then thereafter, Landlord shall not be required to provide Tenant with any notice of non-payment and Tenant shall be in default upon failure to pay when due; 16.2.3 If Tenant fails to perform any of Tenant’s nonmonetary obligations under this Lease after written notice from Landlord establishing a reasonable deadline for such performance; provided that if more time is required for such performance, Tenant shall not be in default if Tenant commences such performance prior to the deadline established and thereafter diligently pursues its completion. However, Landlord shall not be required to give such notice if Tenant’s failure to perform constitutes a non-curable breach of this Lease. The notice required by this section is intended to satisfy any and all notice requirements imposed by law on Landlord prior to the commencement of an unlawful detainer action and is not in addition to any such requirement; and 16.2.4 (i) If Tenant makes a general assignment or general arrangement for the benefit of creditors; (ii) if a petition for adjudication of bankruptcy or for reorganization or Non-disclosable Under California Government Code § 6254 31 rearrangement is filed by or against Tenant and is not dismissed within thirty (30) days; (iii) if a trustee or receiver is appointed to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease and possession is not restored to Tenant within thirty (30) days; or (iv) if substantially all of Tenant’s assets located at the Premises or if substantially all of Tenant’s interest in this Lease is subjected to attachment, execution or other judicial seizure which is not discharged within thirty (30) days. If a court of competent jurisdiction determines that any of the acts described in this section is not a default under this Lease, and a trustee is appointed to take possession (or if Tenant remains a debtor in possession) and such trustee or Tenant transfers Tenant’s interest hereunder, then Landlord shall receive, as Additional Rent, the difference between the rent (or any other consideration) paid in connection with such assignment or sublease and the rent payable by Tenant hereunder. 16.3 Default by Landlord. Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after written notice by Tenant to Landlord and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have theretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. 16.4 Remedies. On the occurrence of any material default by Tenant, Landlord may, at any time thereafter, with or without notice or demand and without limiting Landlord in the exercise of any right or remedy which Landlord may have: 16.4.1 Terminate Tenant’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate, and Tenant shall immediately surrender possession of the Premises to Landlord. In such event Landlord shall have the immediate right to re-enter the Premises and remove all persons and property and such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of Tenant, all without service of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby; and Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant’s default, including (i) the worth at the time of the award of all monthly Base Rent, Additional Rent and other charges which were earned or were payable at the time of the termination; (ii) the worth at the time of the award of the amount by which the unpaid monthly Base Rent, Additional Rent and other charges which would have been earned or were payable after termination until the time of the award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (iii) the worth at the time of the award of the amount by which the unpaid monthly Base Rent, Additional Rent and other charges which would have been payable for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom whether provided by this Lease or allowed by applicable law, including, but not limited to, any costs or expenses incurred by Landlord in maintaining or preserving the Premises after such default, the cost of Non-disclosable Under California Government Code § 6254 32 recovering possession of the Premises, expenses of reletting, including necessary renovation or alteration of the Premises, Landlord’s reasonable attorney’s fees, and any real estate commissions or other such fees paid or payable; and (v) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted by applicable California law from time to time. As used in subparts (i) and (ii) above, the “worth at the time of the award” is computed by allowing interest on unpaid amounts at the rate of ten percent (10%) per annum, or such lesser amount as may then be the maximum lawful rate. As used in subpart (iii) above, the “worth at the time of the award” is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus one percent (1%). If Tenant shall have abandoned the Premises, Landlord shall have the option of (i) retaking possession of the Premises and recovering from Tenant the amount specified in this section, or (ii) proceeding as set forth below; 16.4.2 Maintain Tenant’s right to possession, in which case this Lease shall continue in effect whether or not Tenant shall have abandoned the Premises. In such event, Landlord shall be entitled to enforce all of Landlord’s rights and remedies under this Lease, including the right to recover the rent as it becomes due hereunder. Tenant acknowledges that Landlord has the remedy described in California Civil Code Section 1951.4 in that Landlord may continue the Lease in effect after Tenant’s breach and abandonment and recover rent as it becomes due; and 16.4.3 Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the state in which the Premises is located. 16.5 The Right to Relet the Premises. Should Landlord elect to re-enter, as herein provided, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary in order to relet the Premises, and relet said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term of this Lease) and at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable; upon each such reletting all rentals received by Landlord from such reletting shall be applied, first, to the repayment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees and attorneys’ fees and of costs of such alterations and repairs; third, to the payment of rent due and unpaid hereunder, and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. In no event shall Tenant be entitled to any excess rental received by Landlord over and above that which Tenant is obligated to pay hereunder. Should that portion of such rentals received from such reletting during any month, which is applied to the payment of rent hereunder, be less than the rent payable hereunder during that month by Tenant, then Tenant shall pay such deficiency to Landlord forthwith upon demand, and said deficiency shall be calculated and paid monthly. Tenant shall also pay Landlord as soon as ascertained and upon demand, all costs and expenses incurred by Landlord in connection with such reletting and in making any such alterations and repairs which are not covered by the rentals received from such reletting. No re-entry or taking possession of the Premises by Landlord under this Article shall be construed as an election to terminate this Lease unless a written notice of such intention is given to Tenant or unless the termination thereof be adjudged by a court of competent Non-disclosable Under California Government Code § 6254 33 jurisdiction. Notwithstanding any reletting without termination by Landlord because of Tenant's default, Landlord may at any time after such reletting elect to terminate this Lease because of such default. 16.6 Waiver of Rights of Redemption. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants or conditions of this Lease, or otherwise. 16.7 Cumulative Remedies. Landlord’s exercise of any right or remedy shall not prevent it from exercising any other right or remedy. 16.8 Late Charges. Tenant hereby acknowledges that late payment by Tenant to Landlord of rent and other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult and costly to ascertain. Such costs include, but are not limited to, processing, administrative and accounting charges, and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the Premises. Accordingly, if any installment of rent or another sum due from Tenant shall not be received by Landlord or Landlord’s designee within five (5) days after such amount shall be due, Tenant shall pay to Landlord a late charge as liquidated damages as that term is used in section 1671 of the California Civil Code, equal to ten percent (10%) of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur as a consequence of late payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant’s default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder. 16.9 Attorney Fees. If Landlord shall retain an attorney for the purpose of collecting any rental due from Tenant, Tenant shall pay the reasonable fees of such attorney for his or her services regardless of the fact that no legal proceeding or action may have been filed or commenced. 16.10 Mitigation of Damages. 16.10.1 Both Landlord and Tenant shall each use commercially reasonable efforts to mitigate any damages resulting from a default of the other party under this Lease. 16.10.2 Landlord’s obligation to mitigate damages after a default by Tenant under this Lease that results in Landlord regaining possession of all or part of the Premises shall be satisfied in full if Landlord undertakes to lease the Premises to another tenant (a “Substitute Tenant”) in accordance with the following criteria: (a) Landlord shall have no obligation to solicit or entertain negotiations with any other prospective tenants for the Premises until Landlord obtains full and complete possession of the Premises including, without limitation, the final and unappealable legal right to re-let the Premises free of any claim of Tenant. Non-disclosable Under California Government Code § 6254 34 (b) Landlord shall not be obligated to offer the Premises to any prospective tenant when other premises in the Center suitable for that prospective tenant's use are currently available or will be available within the next six (6) months. (c) Landlord shall not be obligated to lease the Premises to a Substitute Tenant for a rental less than the current fair market rental then prevailing for similar retail space in comparable shopping centers in the same market area as the Center. (d) Landlord shall not be obligated to enter into a new lease under terms and conditions that are unacceptable to Landlord under Landlord's then current leasing policies for comparable space in the Center. (e) Landlord shall not be obligated to enter into a lease with any proposed Substitute Tenant that does not have, in Landlord’s reasonable opinion, sufficient financial resources or operating experience to operate the Premises in a first-class manner. (f) Landlord shall not be required to expend any amount of money to alter, remodel, or otherwise make the Premises suitable for use by a Substitute Tenant unless: (i) Tenant pays any such sum to Landlord in advance of Landlord's execution of a lease with such Substitute Tenant (which payment shall not be in lieu of any damages or other sums to which Landlord may be entitled to as a result of Tenant's default under this Lease); or (ii) Landlord determines that any such expenditure is financially justified in connection with entering into any lease with such Substitute Tenant. (g) Landlord shall not be obligated to enter into a lease with any Substitute Tenant whose use would: (i) Disrupt the tenant mix or balance of the Center; (ii) Violate any restriction, covenant, or requirement contained in the lease of another tenant of the Center; (iii) Adversely affect the reputation of the Center; or (iv) Be incompatible with the operation of the Center as a first- class shopping center. 16.10.3 Upon compliance with the criteria regarding the re-letting of the Premises after a default by Tenant, Landlord shall be deemed to have fully satisfied Landlord's obligation to mitigate damages under this Lease and under any law or judicial ruling in effect on the date of this Lease or at the time of Tenant’s default; and Tenant waives and releases, to the fullest extent legally permissible, any right to assert in any action by Landlord to enforce the terms of this Lease, any defense, counterclaim, or rights of setoff or recoupment respecting the mitigation of damages by Landlord, unless and to the extent Landlord fails to act in accordance with the requirements of this Section. Non-disclosable Under California Government Code § 6254 35 16.10.4 Tenant's right to seek damages from Landlord as a result of a default by Landlord under this Lease shall be conditioned on Tenant taking all actions reasonably required, under the circumstances, to minimize any loss or damage to Tenant's property or business, or to any of Tenant's officers, employees, agents, invitees, or other third parties that may be caused by any such default of Landlord. ARTICLE 17 PROTECTION OF CREDITORS 17.1 Subordination. Tenant agrees to execute, acknowledge and deliver to Landlord upon request such documents and instruments reasonably acceptable to Tenant and as may be necessary to subordinate this Lease to (a) any mortgages or trust deeds that now exist or may hereafter be placed upon the underlying property by Landlord, (b) to and all advances made or to be made thereunder, (c) to the interest on all obligations secured thereby, and (d) to all renewals, modifications, consolidations, replacements and extensions thereof. Except as expressly provided herein, this Lease is made subject to all existing encumbrances, covenants, restrictions, conditions, and easements of record as of the Commencement Date. With respect to encumbrances, covenants, restrictions, conditions, and easements entered into by Landlord after the Commencement Date, Tenant’s subordination of this Lease shall be subject to receiving assurance (a “non-disturbance agreement”) from Landlord that Tenant’s possession of the Premises and this Lease, including any options to extend the Term, will not be disturbed so long as Tenant is not in default of the Lease. 17.2 Attornment. If Landlord’s interest in the Premises is acquired by any ground lessor, beneficiary under a deed of trust, mortgagee, or purchaser at a foreclosure sale, Tenant shall attorn to the transferee of or successor to Landlord’s interest in the Premises and recognize such transferee or successor as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives or purports to give Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. 17.3 Signing of Documents. Tenant shall execute, have notarized at Tenant’s expense, and deliver any instrument or documents necessary or appropriate to effectuate or evidence any such attornment or subordination or agreement to do so. If Tenant fails to do so within ten (10) days after written request (i) Tenant hereby makes, constitutes and irrevocably appoints Landlord, or any transferee or successor of Landlord, the attorney-in-fact of Tenant to execute and deliver any such instrument or document, and (ii) such failure shall constitute a default under this Lease entitling Landlord to terminate this Lease. 17.4 Estoppel Certificates. 17.4.1 Upon Landlord’s written request, Tenant shall execute, have notarized at Tenant’s expense, and deliver to Landlord a written statement certifying: (i) that none of the terms or provisions of this Lease have been changed (or if they have been changed, stating how they have been changed); (ii) that this Lease is in full force and has not been canceled or terminated; (iii) the last date of payment of the monthly Base Rent and other charges and the time period covered by such payment; (iv) that Landlord is not in default under this Lease (or, if Landlord is claimed to be in default, stating why); (v) that to the best of its knowledge, there are no uncured Non-disclosable Under California Government Code § 6254 36 defaults on the part of Landlord or matters which, upon the passage of time and the giving of notice, or both, would constitute a default or breach by Tenant (of if any such default exists, the specific nature and extent thereof); (vi) the date to which any rents and other charges have been paid in advance, if any; (vii) Tenant agrees not enter into any amendments or modification of the Lease without the prior written consent of lender specified by Landlord, provided such consent would not be unreasonably withheld; and (viii) such other statements as required by Landlord, or any lender prospective lender, investor or purchaser. Tenant shall deliver such statement to Landlord within ten (10) days after Landlord’s request. Any such statement by Tenant may be given by Landlord to any prospective purchaser or encumbrancer of the Premises. Such purchaser or encumbrancer may rely conclusively upon such statement as true and correct. Landlord may request multiple originals of such statement, or request more than one statement. 17.4.2 If Tenant does not deliver such statement to Landlord within such ten (10) day period, (i) Tenant irrevocably constitutes and appoints Landlord as its special attorney- in-fact to execute and deliver the certificate to any third party, and (ii) such failure shall constitute a default under this Lease. Further, if Tenant fails to deliver such statement, Landlord, and any prospective purchaser or encumbrancer, may conclusively presume and rely upon the following facts: (i) that the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; (ii) that this Lease has not been canceled or terminated except as otherwise represented by Landlord; (iii) that not more than one month’s monthly Base Rent or other charges have been paid in advance; and (iv) that Landlord is not in default under this Lease. In such event, Tenant shall be estopped from denying the truth of such facts. 17.4.3 Within ten (10) days after written request from Landlord, Tenant shall deliver to Landlord such financial statements as are reasonably required by Landlord to verify the net worth of Tenant or any assignee, subtenant, or guarantor of Tenant. In addition, Tenant shall deliver to any lender or proposed purchaser of the Premises designated by Landlord any financial statements or other document(s) required by such lender to facilitate the sale, financing or refinancing of the Premises. Tenant represents and warrants to Landlord that each such financial statement is a true and accurate statement as of the date of such statement. All financial statements shall be confidential and shall be used only for the purposes set forth herein. 17.4.4 Tenant agrees to give any mortgagees and/or trust deed holders, by U.S. certified or express mail, a copy of any notice of default, served upon the Landlord, provided that prior to such notice Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, or otherwise) of the addresses of such mortgagees and/or trust deed holders. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the mortgagees and/or trust deed holders shall have an additional thirty days (30) within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary if within such thirty days (30) any mortgagee and/or trust deed holder has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings if necessary to affect such cure), in which event this Lease shall not be terminated while such remedies are being so diligently pursued. Non-disclosable Under California Government Code § 6254 37 ARTICLE 18 LEGAL COSTS 18.1 Legal Proceedings. With the exception of a party’s negligence or willful misconduct, each party shall reimburse the other party, upon demand, for any costs or expenses incurred by the other party in connection with any breach or default of a party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys’ fees and costs. Such attorneys’ fees and costs shall be paid by the losing party in such action. With the exception of claims resulting from Landlord’s negligence or willful misconduct, Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability incurred by Landlord if Landlord becomes or is made a party to any claim or action (a) by any third party against Tenant or by or against any person holding any interest under or using the Premises by a license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant’s expense with counsel reasonably acceptable to Landlord or, at Landlord’s election, Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord in any such claim or action. 18.2 Landlord’s Consent. Tenant shall pay Landlord’s reasonable attorneys’ fees incurred in connection with Tenant’s request for Landlord’s consent under Section 15.1, or in connection with any other act which Tenant proposes to do and which requires Landlord’s consent. ARTICLE 19 MISCELLANEOUS PROVISIONS 19.1 Non-Discrimination. Tenant promises, and it is a condition to the continuance of this Lease, that there will be no discrimination against, or segregation of, any person or group of persons on the basis of race, color, sex, creed, national origin or ancestry in the leasing, subleasing, transferring, occupancy, tenure or use of the Premises or any portion thereof. 19.2 Landlord’s Liability; Certain Duties. 19.2.1 As used in this Lease, the term “Landlord” means only the current owner or owners of the fee title to the Premises or the leasehold estate under a ground lease of the Premises at the time in question. Each Landlord is obligated to perform the obligations of Landlord under this Lease only during the time such Landlord owns such interest or title. Any Landlord who transfers its title or interest is relieved and released of all liability with respect to the obligations of Landlord under this Lease to be performed on or after the date of transfer. However, Non-disclosable Under California Government Code § 6254 38 each Landlord shall deliver to its transferee all funds previously paid by Tenant if such funds have not yet been applied under the terms of this Lease. 19.2.2 Tenant shall give written notice of any failure by Landlord to perform any of its obligations under this Lease to Landlord and to any ground lessor, mortgagee or beneficiary under any deed of trust encumbering the Premises whose name and address have been furnished to Tenant in writing. Landlord shall not be in default under this Lease unless Landlord (or such ground lessor, mortgagee or beneficiary) fails to cure such non-performance within thirty (30) days after receipt of Tenant’s notice. However, if such non-performance reasonably requires more than thirty (30) days to cure, Landlord shall not be in default if such cure is commenced within such thirty (30) day period and thereafter diligently pursued to completion. 19.3 Severability. A determination by a court of competent jurisdiction that any provision of this Lease or any part thereof is illegal or unenforceable shall not cancel or invalidate the remainder of such provision or this Lease, which shall remain in full force and effect. 19.4 Interpretation. The captions of the Articles or Sections of this Lease are to assist the parties in reading this Lease and are not a part of the terms or provisions of this Lease. Whenever required by the context of this Lease, the singular shall include the plural and the plural shall include the singular. The masculine, feminine and neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant, the term “Tenant” shall include Tenant’s agents, employees, contractors, invitees, successors or others using the Premises with Tenant’s expressed or implied permission. In any provision relating to the conduct, acts or omissions of Landlord, the term “Landlord” shall include Landlord’s agents, employees, contractors, invitees, successors or others using the Premises with Landlord’s expressed or implied permission. 19.5 Counterparts. This Lease may be executed in any number of counterparts to the same effect as if each party hereto had signed the same document. All counterparts shall be construed together and shall constitute one Lease. 19.6 Entire Agreement. This Lease and the Exhibits, and Rider(s) and/or Addendum(a), if any, attached hereto and forming a part hereof, set forth all the covenants, terms, provisions, warranties (if any), obligations, limitations, promises, representations, agreements, conditions and understandings, either oral or written, between Landlord and Tenant concerning the Premises and there are no covenants, terms, provisions, warranties (if any), obligations, limitations, promises, representations, agreements, conditions and understandings, either oral, or written, between them other than are herein set forth. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by the party to be charged with their performance. Tenant acknowledges and agrees that no prior information provided or statements made by Landlord or its agent(s), including without limitation, estimated gross sales and estimated Center Operating Costs (Common Area maintenance) expenses or calculations, and any other financial matters, and matters related to: (a) any of the premises in the Center; (b) the Center itself; or (c) the number and kinds of tenants in the Center, have in any way induced Tenant to enter into this Lease. Non-disclosable Under California Government Code § 6254 39 19.7 Notices. Any notice required or permitted under this Lease must be in writing, and delivered to the addresses specified in Section 1.2 by (i) express mail with proof of delivery; (ii) personal delivery; or (iii) electronic mail with read receipt (provided such email is received prior to 5 p.m. on a business day, otherwise it shall be deemed delivered on the next business day), provided any notice of a breach under this Lease must be delivered pursuant to 19.7(i) or (ii), above. Any such notice shall be deemed to have been given when delivered to and received by the party to whom it is addressed. Either party may change its notice address upon written notice to the other party, provided a street address for personal delivery is given. 19.8 Waivers. All waivers must be in writing and signed by the waiving party. Landlord’s failure to enforce any provision of this Lease or its acceptance of rent shall not be a waiver and shall not prevent Landlord from enforcing that provision or any other provision of this Lease in the future. No statement on a payment check from Tenant or in a letter accompanying a payment check shall be binding on Landlord. Landlord may, with or without notice to Tenant, negotiate such check without being bound to the conditions of such statement. 19.9 No Recordation. Tenant shall not record this Lease without prior written consent from Landlord. However, Landlord may require that a “Short Form” memorandum of this Lease be executed by both parties and, at its expense, recorded. 19.10 Binding Effect: Choice of Law. This Lease binds any party who legally acquires any rights or interest in this Lease from Landlord or Tenant. However, Landlord shall have no obligation to Tenant’s successor unless the rights or interests of Tenant’s successor are acquired in accordance with the terms of this Lease. The laws of the state in which the Premises is located shall govern this Lease. 19.11 Corporate or Company Authority; Partnership Authority. If Tenant is a corporation or limited liability company, each person signing this Lease on behalf of Tenant represents and warrants that he has full authority to do so and that this Lease binds the corporation or limited liability company, as the case may be. If Tenant is a partnership, each person signing this Lease for Tenant represents and warrants that he is a general partner of the partnership, that he has full authority to sign for the partnership and that this Lease binds the partnership and all general partners of the partnership. Tenant shall give written notice to Landlord of any general partner’s withdrawal or addition. Within five (5) days after this Lease is signed, Tenant shall deliver to Landlord a copy of Tenant’s recorded statement of partnership or certificate of limited partnership. 19.12 No Partnership. Landlord shall not by virtue of this Lease, in any way or for any purpose, be deemed to have become a partner of Tenant in the conduct of its business, or otherwise, or joint venturer or a merger of a joint enterprise with Tenant, nor is Tenant an agent of Landlord for any reason whatsoever. 19.13 Joint and Several Liability. All parties signing this Lease as Tenant shall be jointly and severally liable for all obligations of Tenant. 19.14 Construction of Lease and Terms. The terms and provisions of this Lease represent the results of negotiations between Landlord and Tenant, each of which are sophisticated parties and each of which has been represented or been given the opportunity to be represented by counsel Non-disclosable Under California Government Code § 6254 40 of its own choosing, and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Lease must be interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of law that ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or construed against the party who prepared the executed Lease or any earlier draft of the same. Landlord’s submission of this instrument to Tenant for examination or signature by Tenant does not constitute a reservation of or an option to lease and is not effective as a lease or otherwise until Landlord and Tenant both execute and deliver this Lease. The parties agree that, regardless of which party provided the initial form of this Lease, drafted or modified one or more provisions of this Lease, or compiled, printed or copied this Lease, this Lease is to be construed solely as an offer from Tenant to lease the Premises, executed by Tenant and provided to Landlord for acceptance on the terms set forth in this Lease, which acceptance and the existence of a binding agreement between Tenant and Landlord may then be evidenced only by Landlord’s execution of this Lease. 19.15 Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such rent or pursue any other remedy provided in this Lease. 19.16 Provisions are Covenants and Conditions. All provisions, whether covenants or conditions, on the part of the Landlord, or on the part of Tenant, shall be deemed to be both covenants and conditions. 19.17 Remodel. Landlord may in the future remodel or refurbish portions of the Center so long as such remodeling and/or refurbishing does not require Tenant to unreasonably cease operation of the Permitted Use for more than a temporary amount of time. Accordingly, such remodeling and/or refurbishing may include the Premises. The remodeling and/or refurbishing will be done in accordance with the proper architect’s design specifications which will be reasonably reviewed and approved by Landlord and copies of such drawings will be made available to Tenant. Tenant agrees to reasonably accept such specifications. Tenant further agrees that Tenant will not, through any act or omission on the part of Tenant, in any way hinder, impede, or frustrate the efforts of Landlord in completing such remodeling or refurbishing in a timely fashion. As part of architect’s design specifications, a new reasonable exterior Tenant sign criteria may be developed. Upon development of said new sign criteria Tenant, at Tenant’s expense, upon written notice from Landlord, shall remove all existing signs and replace such exterior signs with a new sign in accordance with the new sign criteria. Such resigning by Tenant shall be completed with reasonable diligence after receipt of new sign criteria from Landlord. 19.18 Waiver of Right to Jury Trial. To the extent permitted by law, Landlord and Tenant hereby waive their respective right to trial by jury of any cause of action, claim, counterclaim or cross-complaint in any action, proceeding and/or hearing brought by either Landlord against Tenant or Tenant against Landlord on any matter whatsoever arising out of, or in any way connected with, this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of Non-disclosable Under California Government Code § 6254 41 the Premises, or any claim of injury or damage, or the enforcement of any remedy under any law, statute, or regulation, emergency or otherwise, now or hereafter in effect. 19.19 Real Estate Brokers. Landlord shall pay Trampis Chandler of Commercial West Associates, as Landlord’s broker for this Lease, pursuant to a separate Agreement. Elliot Lewis, Broker (DRE License #01411286) is broker for Tenant and shall make arrangements with Landlord’s broker for payment as cooperating broker which shall provide that Landlord’s broker and Tenant’s broker shall share one-half each of a commission equal to six percent (6%) of Base Rent payable for the first five (5) years of the Term, and three percent (3%) of the Base Rent payable over the following 6 through10th years of the Term. Except as to the broker(s) specifically set forth above, Landlord and Tenant represent and warrant that there are no claims for brokerage commissions or finder’s fees by any other person in connection with the execution of this Lease, and agree to indemnify the other against and hold it harmless from all liability arising from any such claim made through the indemnifying party, including, without limitation, the cost of attorneys’ fees in connection therewith. 19.20 Exculpation. The obligations of Landlord under this Lease do not constitute personal obligations of Landlord, or its managers, members, partners, directors, officers or shareholders and Tenant shall look solely to the Center (as defined in Section 1.4) and to no other assets of Landlord for satisfaction of any liability with respect to this Lease and will not seek recourse against the managers, members, partners, directors, officers or shareholders of Landlord (collectively referred to herein as “Member”) herein, nor against any of their personal assets for such satisfaction. In addition (i) no Member shall be sued or named as a party in any suit or action (except as may be necessary to secure jurisdiction of the partnership), (ii) no service of process shall be made against any Member (except as may be necessary to secure jurisdiction of the partnership), (iii) no Member shall be required to answer or otherwise plead to any service of process and no judgment will be taken against any Member, (iv) no writ of execution will ever be levied against the assets of any Member, and (v) these covenants and agreements are enforceable both by Landlord and also by any Member. [Signature page follows] Non-disclosable Under California Government Code § 6254 42 SIGNATURE PAGE TO SHOPPING CENTER LEASE IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the Effective Date. TENANT: EEL Holdings LLC, a California limited liability company By: _______________________________ Name: Elliot Lewis___________________ Its: Managing Member________________ LANDLORD: Dos Banditos, LLC, a Nevada limited liability company By: Name: Chris Beavor Its: Managing Member Non-disclosable Under California Government Code § 6254 A-1 EXHIBIT “A” [To Be Attached] Non-disclosable Under California Government Code § 6254 B-1 EXHIBIT “B” LANDLORD’S WORK Landlord shall construct, at its sole cost and expense, the base Building. Tenant shall occupy 3,800 square feet of the Building (“Premises”) which Landlord shall finish to a warm shell which shall consist of a completely finished, water right, fully insulated building shell with a level and smooth slab floor housing the Premises, including a complete and finished storefront and entry door, back door, four perimeter walls, but no drop ceiling, with one bathroom containing a toilet, sink and ADA fixtures, and an electric panel. Non-disclosable Under California Government Code § 6254 C-1 EXHIBIT “C” TENANT’S WORK 1. Tenant shall be obligated to perform the following: A. Signs: Tenant shall pay for all signs and installation thereof, subject to all applicable provisions of the Lease. B. Utilities: All meters or other measuring devices in connection with utility services shall be provided by Tenant unless previously installed by Landlord and then only if same are authorized by Landlord for Tenant’s use. All service shall be made at Tenant’s expense. C. Interior Work: The work to be done by Tenant shall include, but not be limited to, the purchase, construction, installation and/or performance of the following: 1. Electrical panels, wiring, breakers and fixtures beyond that provided by Landlord. 2. Interior partitions including finishing, electrical wiring, and connections within the Premises. 3. Lighting and covers. 4. All interior painting and wall and ceiling finishes. 5. Store fixtures and furnishings and floor coverings. 6. Display window enclosure. 7. Plumbing fixtures within the Premises beyond those provided by Landlord, together with a separate water meter for any plumbing fixtures or work beyond those provided by Landlord. 8. Mechanical equipment in addition to that provided by Landlord, including venting and ducting. 9. Distribution and hook-up to all gas appliances. 10. The Tenant shall be responsible for all modifications, expansions, and alterations to any fire suppression and alarm system provided by Landlord within the Premises only, including (but not limited to) permit fees, required alarm devices (strobes, pull stations, and spoke detectors) and any other modifications to the sprinkler system due to partitions, dropped ceilings, or any other specific use of the Premises by the Tenant. Non-disclosable Under California Government Code § 6254 C-2 If per the Landlord’s request, the Tenant may be required to contract with the shell and core fire suppression and alarm contractors for this scope of work. 2. All work undertaken by Tenant shall be at Tenant’s expense and shall not damage the Building or any part thereof. Any damage to the Premises, to the Building within which the Premises are located or to any other work caused by Tenant’s contactor shall be repaired to Landlord’s reasonable satisfaction at the sole cost and expense of Tenant. Any roof penetration shall be sealed by Landlord’s approved roofer and shall be performed only after Landlord has given reasonable consent, which consent shall in part be conditioned upon the Plans and Specifications, including materials reasonably acceptable to Landlord and roof top curbs to spread the weight of the equipment being installed in order to prevent damage to the roof. Tenant shall also be responsible for obtaining and paying for professional inspections of any structural work and/or mechanical work (including, without limitation, any roof work or concrete work) as required by Landlord. All of the work to the Premises made by Tenant (“Tenant’s Work”) shall be good and workmanlike manner and shall be in conformity with the applicable building code or other applicable governmental requirements of the city or county (as applicable) in which the Project is located. 3. Prior to commencement of any of Tenant’s Work on the Premises, Tenant shall first provide to Landlord Tenant’s Certificate(s) of Insurance as required by the Lease, and evidence of the following: Contractors Insurance Requirements: 1. Workers Compensation 2. Employers Liability 3. Comprehensive Business Auto Liability Coverage shall apply to “any auto” 4. Commercial General Liability Insuring against Bodily Injury, Property Damage, Personal Injury, and Advertising Injury Any general aggregate shall apply on a “per project” basis for contractors. Coverage is to be provided on an “occurrence” rather than a “claims made” basis. Any subcontractor performing work that is less than ten percent (10%) of the total contract price of Tenant’s Work may maintain commercial general liability limits of per occurrence, general aggregate, products and completed operations, provided the coverage Non-disclosable Under California Government Code § 6254 C-3 for the general contractor meets the insurance requirements above and provide coverage for the work performed by any subcontractor. All contractors’ or vendors’ liability policies (except employers’ liability and errors and omissions) shall name the Landlord as Additional Insured and Certificate holder, and a copy of that Certificate shall be provided to Landlord prior to the commencement of the Tenant’s Work. 4. All plans, diagrams, schedules, specifications and other data (in three (3) copies) to be furnished by Tenant (collectively, the “Plans and Specifications”) to Landlord (at Tenant’s sole expense) complete and sufficient to obtain a building permit, and ready for Landlord’s reasonable approval before submission to City. Upon review, Landlord shall, in writing, reasonably accept or notify Tenant of Landlord’s objections to the Plans and Specifications on or before the date that is ten (10) days after Landlord’s receipt thereof. Tenant shall promptly remedy any objections made by Landlord to the Plans and Specifications and submit the so modified Plans and Specifications to Landlord for reasonable approval as herein provided, and so on, until reasonably approved by Landlord. 5. Tenant shall secure Landlord’s written approval of the Plans and Specifications and shall secure all necessary City approvals and permits to be used in performing the work. Changes to the Plans and Specifications shall be made only by written change order describing scope of work and exact cost of same signed by both parties. Tenant’s finished work shall be subject to Landlord’s reasonable approval and acceptance. 6. During the course of the performance of Tenant’s Work, Landlord reserves the right to inspect Tenant’s Work for conformance with the Plans and Specifications and all other Tenant Work matters requiring Landlord’s prior approval. Failure by Tenant to conform to the Plans and Specifications or other Landlord approved Tenant Work matters, which failure continues for a period of greater than thirty (30) days without cure (assuming the nonconformance can reasonably be cured within thirty (30) days), shall constitute a Tenant default under the Lease. 7. Tenant shall only use contractors and mechanical, electrical, and plumbing subcontractors and roofing subcontractors first reasonably approved by Landlord in writing. Non-disclosable Under California Government Code § 6254 D-1 EXHIBIT “D” TENANT’S SIGNAGE [To be provided by Tenant as part of the Plans and Specifications for Tenant’s Work] Non-disclosable Under California Government Code § 6254 E-1 EXHIBIT “E” CONFIRMATION OF TERM OF LEASE This Confirmation of Term of Lease is made _____________, 20__, between Dos Banditos, a Nevada limited liability company (“Landlord”), and EEL Holdings LLC, a California limited liability company (“Tenant”), who agree as follows: 1. Landlord and Tenant entered into that certain Shopping Center Lease dated July 20, 2020, in which Landlord leased to Tenant and Tenant leased from Landlord the Premises described in Section 1.4 of the Lease (the “Premises”). 2. Pursuant to Section 1.6 of the Lease, Landlord and Tenant agree to confirm the commencement and expiration dates of the Term, and the commencement date of rent, as follows: a. _____________, 2020, is the Commencement Date of the Term of the Lease; b. _____________, 2030, is the expiration date of the Term of Lease; and c. _____________, 20__, is the Full Rent Date and the commencement date of Rent and other periodic payments under the Lease. 3. Tenant confirms that: a. It has accepted possession of the Premises as provided in the Lease; b. The improvements and space required to be furnished by Landlord under the Lease have been furnished; c. Landlord has fulfilled all its duties of an inducement nature; d. The Lease has not been modified, altered, or amended; e. There are no setoffs or credits against rent, and no security deposit has been paid except as provided by the Lease; f. Tenant has no notice of a prior assignment, hypothecation, or pledge of rent, or of the Lease; and g. The Lease is in full force and effect. 4. The provisions of this Confirmation of Term of Lease shall inure to the benefit, or bind, as the case may require, the parties and their respective successors subject to the restrictions on assignment and subleasing contained in the Lease. [Signature page follows] Non-disclosable Under California Government Code § 6254 E-2 SIGNATURE PAGE TO CONFIRMATION OF TERM OF LEASE Dated: LANDLORD: Dos Banditos, LLC, a Nevada limited liability company By: Name: Its: Dated: TENANT: EEL Holdings LLC, a California limited liability company By: Name: Elliot Lewis Its: Managing Member Non-disclosable Under California Government Code § 6254 F-1 EXHIBIT “F” PROHIBITED AND/OR RESTRICTED USES EEL Holdings LLC, a California limited liability company, shall not use its Premises (as set forth in the Shopping Center Lease to which this Exhibit “F” is attached) for any of the following uses which are granted, reserved, restricted or prohibited for the benefit of the following tenants of the Center (and their successor and assigns), and for the benefit of their premises: 1. AutoZone Parts Inc. located in building immediately north of Building: No person other than AutoZone (“Lessee”) shall have the right to use or occupy any portion of the Center, save and except for Lessee’s Premises, as an auto parts store or for the sale of any automobile parts, supplies and/or accessories or any other business which otherwise competes with Lessee. Non-disclosable Under California Government Code § 6254 G-1 EXHIBIT “G” GUARANTY OF LEASE THIS GUARANTY OF LEASE (“Guaranty”) is made effective as of the 1st day of September, 2020, by Elliot Lewis (collectively, “Guarantor”), whose address is c/o EEL Holdings LLC, 6700 Pacific Coast Highway, Ste. 220, Long Beach, CA 90803, for the benefit of Dos Banditos, LLC, a Nevada limited liability company (“Landlord”), whose address is 3525 W. Sahara Avenue, Las Vegas, NV 89117, with reference to the following facts: WHEREAS, Landlord and EEL Holdings LLC, a California limited liability company (“Tenant”), are either about to enter into, or have already entered into, that certain Shopping Center Lease dated on or about July 20, 2020 (the “Lease”), respecting certain premises generally known as 1839–1843 W. Clinton Avenue, Fresno, CA (“Premises”); and WHEREAS, Landlord has required as a material inducement and condition to Landlord’s entering into the Lease that the undersigned guarantee the full and timely performance of the obligations of Tenant under the Lease; and WHEREAS, the undersigned is desirous that Landlord enter into the Lease with Tenant. NOW, THEREFORE, in consideration of the execution of the Lease by Landlord, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Guarantor unconditionally and irrevocably guarantees, without recoupment or deduction by reason of setoff, defense or counterclaim, to Landlord and its successors and assigns, and promises to perform and be liable for the full and punctual payment, and the performance and observance by Tenant, of all the sums, terms, covenants and conditions in the Lease to be paid, kept, performed or observed by Tenant, as a primary obligor and not as a surety. 2. If Tenant shall at any time default in the performance or observance of any of the terms, covenants or conditions of the Lease to be kept, performed or observed by Tenant, Guarantor will keep, perform and observe the same, as the case may be, in the place and stead of Tenant. Guarantor has the right to cure any default of Tenant, provided such cure is performed in accordance with the terms and within the time periods set forth in the Lease. No notice of default need be given to Guarantor, it being specifically agreed and understood that Landlord may proceed forthwith and immediately against Tenant or against Guarantor following any breach or default by Tenant or for the enforcement of any rights which Landlord may have as against Tenant pursuant to or under the terms of the Lease or at law or in equity. 3. Any act of Landlord, or of its successors or assigns, consisting of a waiver of any of the terms or conditions of the Lease, or the giving of any consent on any manner or thing relating to the Lease, or the granting of any indulgences or extensions of time to Tenant, may be done without notice to Guarantor and without releasing Guarantor from any of its hereunder. Non-disclosable Under California Government Code § 6254 G-2 4. The obligations of Guarantor hereunder shall not be released by Landlord’s receipt, application or release of any security given for the performance and observance of any covenant or condition of the Lease to be performed or observed by Tenant, nor by any modification of the Lease, regardless of whether Guarantor consents thereto or receives notice thereof. 5. The liability of Guarantor hereunder shall in no way be altered, limited, or affected by (a) the release or discharge of Tenant in any bankruptcy, receivership, reorganization, liquidation, insolvency, or other proceeding; (b) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant's liability under the Lease resulting from the operation of any present or future provision of any federal or state bankruptcy or insolvency law or other statute or from the decision of any court; (c) the rejection or disaffirmance of the Lease in any such proceedings; (d) the assignment or transfer of the Lease by Tenant; (e) any disability or other defense of Tenant; (f) the cessation from any cause whatsoever of the liability of Tenant; (g) the exercise by Landlord of any of its rights or remedies reserved under the Lease or by law; or (h) any termination of the Lease. Guarantor shall not, without the prior reasonable written consent of Landlord, commence, or join with any other person in commencing, any bankruptcy, reorganization, or insolvency proceeding against Tenant. At Landlord’s direction, Guarantor shall file in any bankruptcy or other proceeding in which the filing of claims is required or permitted by law all claims that Guarantor may have against Tenant relating to any indebtedness of Tenant to Guarantor, and shall assign to Landlord all rights of Guarantor under those claims. Landlord shall have the sole right to accept or reject any plan proposed in such proceeding and to take any other action that a party filing a claim is entitled to take. In all such cases, the person or persons authorized to pay such claim shall pay to Landlord the amount payable on such claim and, to the full extent necessary for that purpose, Guarantor assigns to Landlord all of Guarantor’s rights to any such payments or distributions to which Guarantor would otherwise be entitled; provided, however, that Guarantor’s obligations under this Guaranty shall not be deemed to be satisfied except to the extent that Landlord receives cash by reason of any such payment or distribution. If Landlord receives anything other than cash, the same shall be held as collateral for amounts due under this Guaranty. 6. Guarantor further agrees that it may be joined in any action against Tenant in connection with the said obligations of Tenant and recovery may be had against Guarantor in any such action. Landlord may enforce the obligations of Guarantor hereunder without first taking any action whatsoever against Tenant or its successors and assigns, or pursue any other remedy or apply any security it may hold, and Guarantor hereby waives (a) notice of acceptance of this Guaranty or any other notice (including notices of adverse change in the financial status of Tenant or any other facts that increase the risk to Guarantor), (b) demand of payment, performance, presentation and/or protest of any kind, (c) all right to assert or plead any statute of limitations as to or relating to this Guaranty and the Lease, (d) any right to require Landlord to proceed against Tenant or any other guarantor or any other person or entity liable to Landlord, (e) any right to require Landlord to apply to any default any security deposit or other security it may hold under the Lease, (f) any right to require Landlord to proceed under any other remedy Landlord may have before proceeding against Guarantor, (g) any right or defense arising by reason of the incapacity, lack of authority, death, or disability of Tenant or any other person, (h) any right or defense arising by reason of the absence, impairment, modification, limitation, destruction, or cessation (in bankruptcy, by an election of remedies, or otherwise) of the liability of Tenant, of the subrogation Non-disclosable Under California Government Code § 6254 G-3 rights of Guarantor, or of the right of Guarantor to proceed against Tenant for reimbursement, and (h) and any and all surety or other defenses in the nature thereof. Without in any manner limiting the generality of the foregoing, Guarantor waives the benefits of Sections 2809, 2810, 2819, 2845, 2849, and 2850 of the California Civil Code or any similar or analogous statutes of California (or any other jurisdiction) now or hereafter existing. 7. Until all the covenants and conditions in the Lease on Tenant’s part to be performed and observed are fully performed and observed, Guarantor (a) shall have no right to enforce or receive any payment by way of subrogation against Tenant by reason of any payments or acts of performance by Guarantor hereunder and (b) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of Tenant to Landlord under the Lease. 8. This Guaranty shall apply to the Lease, and to any extension, renewal, modification or amendment thereof and to any assignment, subletting or other tenancy thereunder, and to any holdover term following the term granted under the Lease or any extension or renewal thereof, and to any obligations resulting from any expansion of the Premises. It is specifically agreed and understood that any or all of the terms of the Lease may be amended, affected, modified or otherwise altered by agreement between Landlord and Tenant, or by a course of conduct, and the Lease may be assigned by Landlord or any assignee of Landlord without consent or notice to Guarantor and that this Guaranty shall thereupon and thereafter guarantee the performance of the Lease as so changed, modified, altered or assigned. To the extent this Guaranty is, or is deemed to be, a continuing guarantee for the purposes of Section 2814 of the California Civil Code or otherwise, Guarantor expressly waives the benefit of the provisions of Section 2815 of the California Civil Code, and waives any right to revoke this Guaranty. 9. In the event this Guaranty shall be held ineffective or unenforceable by any court of competent jurisdiction or in the event of any limitation of Guarantor’s liability hereunder other than as expressly provided herein, then Guarantor shall be deemed to be a tenant under the Lease with the same force and effect as if Guarantor were expressly named as a joint and several tenant therein with respect to the obligations of Tenant thereunder hereby guaranteed. 10. In the event of any litigation between Guarantor and Landlord with respect to the subject matter hereof, the unsuccessful party to such litigation agrees to pay to the successful party all fees, costs and expenses thereof, including reasonable attorneys’ fees and expenses. 11. No delay on the part of Landlord in exercising any right hereunder or under the Lease shall operate as a waiver of such right or of any other right of Landlord under the Lease or hereunder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or a waiver of the same or any other right on any future occasion. This Guaranty shall not be released, modified or affected by failure or delay on the part of Landlord to enforce any of the rights or remedies of Tenant under the Lease, whether pursuant to the terms thereof or at law or in equity. 12. If there is more than one undersigned Guarantor, the term "“Guarantor”", as used herein, shall include all of the undersigned; each and every provision of this Guaranty shall be binding on each and every one of the undersigned; they shall be jointly and severally liable hereunder; and Landlord shall have the right to join one or all of them in any proceeding or to Non-disclosable Under California Government Code § 6254 G-4 proceed against them in any order. Landlord may release, substitute, or add any guarantor of the Lease without affecting Guarantor’s liability hereunder. The failure of one (1) or more Guarantors to execute and deliver this Guaranty to Landlord shall in no manner diminish or otherwise affect the obligations of other Guarantors or Landlord’s rights under this Guaranty. Any married person who signs this Guaranty expressly agrees that recourse may be had against that person’s separate property for all of that person’s obligations hereunder. 13. This instrument constitutes the entire agreement between Landlord and Guarantor with respect to the subject matter hereof, superseding all prior oral or written agreements or understandings with respect thereto and may not be changed, modified, discharged or terminated orally or in any manner other than by an agreement in writing signed by Guarantor and Landlord. 14. As a further material part of the consideration to Landlord to enter into the Lease with Tenant, (i) Guarantor agrees that the law of the State of California shall govern all questions with respect to the Guaranty; (ii) Guarantor agrees that any suit, action, or proceeding arising directly or indirectly from the Guaranty, the Lease, or the subject matter of either shall be litigated only in courts located within the county and state in which the Premises are located; (iii) Guarantor irrevocably consents to the jurisdiction of any local or state court located within the county and state in which the Premises are located; and (iv) without limiting the generality of the foregoing, Guarantor waives and agrees not to assert by way of motion, defense, or otherwise in any suit, action, or proceeding any claim that Guarantor is not personally subject to the jurisdiction of the above-named courts, that such suit, action, or proceeding is brought in an inconvenient forum, or that the venue of such action, suit or proceeding is improper. 15. The liability of Guarantor and all rights, powers, and remedies of Landlord under this Guaranty and under any other agreement now or at any time hereafter in force between Landlord and Guarantor relating to the Lease shall be cumulative and not alternative, and such rights, powers, and remedies shall be in addition to all rights, powers, and remedies given to Landlord by law or in equity. 16. Any notice required or permitted hereunder must be in writing, and delivered to the addresses specified above by (i) express mail with proof of delivery; (ii) personal delivery; or (iii) electronic mail with read receipt (provided such email is received prior to 5 p.m. on a business day, otherwise it shall be deemed delivered on the next business day), provided any notice of a breach under this Lease must be delivered pursuant to 19.7(i) or (ii), above. Any such notice shall be deemed to have been given when delivered to and received by the party to whom it is addressed. Either party may change its notice address upon written notice to the other party, provided a street address for personal delivery is given. 17. If Landlord desires to sell, finance or refinance the Premises demised under the Lease, Guarantor hereby agrees, within ten (10) days after a written request, to deliver to any lender or buyer designated by Landlord such estoppel statements and financial statements of Guarantor as may be reasonably required by such lender or buyer. Such financial statements shall include the past three (3) years’ financial statements of Guarantor. All such statements shall be received by any such lender or buyer in confidence and shall be used only for the foregoing purposes, and such lender or buyer shall acknowledge the same to Guarantor in writing (should Non-disclosable Under California Government Code § 6254 G-5 Guarantor require such an acknowledgment) as a precondition to Guarantor’s obligations under this Paragraph 17. In addition, Guarantor shall not be obligated to deliver estoppel statements or financial statements hereunder more frequently than two (2) times in any calendar year. 18. The term “Landlord” whenever hereinabove used refers to and means the Landlord in the Lease specifically named and also any assignee of said Landlord, whether by outright assignment or by assignment for security, and also any successor to the interest of said Landlord or of any assignee in such Lease or any part thereof, whether by assignment or otherwise. So long as the Landlord’s interest in or to the leased Premises or the rents, issues and profits therefrom, or in, to or under the Lease, are subject to any mortgage or deed of trust or assignment for security, no acquisition by Guarantor of Landlord’s interest in the leased premises or under the Lease shall affect the continuing obligation of Guarantor under this Guaranty, which shall nevertheless continue in full force and effect for the benefit of the mortgagee, beneficiary, trustee or assignee under such mortgage, deed of trust or assignment, of any purchase at sale by judicial foreclosure or under private power of sale, and of the successors and assigns of any such mortgagee, beneficiary, trustee, assignee or purchaser. 19. If Guarantor is a corporation, the authorized officers must sign on behalf of the corporation and indicate the capacity in which they are signing. This Guaranty must be executed by the President or Vice-President and the Secretary or Assistant Secretary unless the Bylaws or a Resolution of the Board of Directors shall otherwise provide, in which event the Bylaws or a certified copy of the Resolution, as the case may be, must be attached to this Guaranty. 20. Guarantor waives the right to a jury trial of any cause of action, claim, counterclaim, or cross-complaint in any action, proceeding, or other hearing brought by either Landlord against Tenant or Guarantor or by Tenant or Guarantor against Landlord on any matter arising out of, or in any way connected with the Lease, this Guaranty, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, or any claim of injury or damage, or the enforcement of any remedy under any law, statute, or regulation, emergency or otherwise, now or hereafter in effect. 21. The waiver or failure to enforce any provision of this Guaranty shall not operate as a waiver of any other breach of such provision or any other provisions of this Guaranty, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further such exercise or the exercise of any other right power or privilege. 22. Guarantor shall execute such other and further documents and take such further actions as may be reasonably required to effectuate the intent of this Guaranty and carry out its terms. 23. This Guaranty is intended for the sole benefit of Landlord. Accordingly, this Guaranty shall not confer (or he deemed to confer) any right or benefit on any person other than Landlord (or any successor to Landlord’s interest as set forth in Paragraph 18 hereof). 24. The term “Tenant” wherever hereinabove used refers to and means the Tenant in the foregoing Lease specifically named and also any assignee or sublessee of the Lease and also Non-disclosable Under California Government Code § 6254 G-6 any successor to the interests of said Tenant, assignee or sublessee of the Lease or any part thereof, whether by assignment, sublease or otherwise. IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first above written. GUARANTOR: ________________________________________ Elliot Lewis, an individual Non-disclosable Under California Government Code § 6254 1 ADDENDUM TO LEASE SHOPPING CENTER LEASE This Addendum to Shopping Center Lease (“Addendum”), is made by and between Dos Banditos, LLC, a Nevada limited liability company (hereinafter called “Landlord”), and EEL Holdings LLC, a California limited liability company (hereinafter called “Tenant”), who hereby agree as follows: 1. Landlord and Tenant entered into that certain Shopping Center Lease (“Lease”) dated September 1, 2020, regarding certain premises generally known as 1839–1843 W. Clinton Avenue, Fresno, CA 93705. Unless otherwise specifically defined herein, all capitalized terms contained in this Addendum shall have the same meaning as such capitalized terms are defined in said Lease. 2. Tenant acknowledges that in furtherance of the Medicinal and Adult-Use Cannabis Regulation and Safety Act (the “Act”), codified at California Business and Professions Code (“BPC”) Section 26000, et seq., the State of California (“State”) and California local governments can permit and authorize commercial cannabis activity as defined in BPC section 26001, subdivision (k), as amended. The City of Fresno (“City”) has adopted certain ordinances allowing certain non-residential properties to be used for commercial cannabis operations, including the sale of medical and recreational cannabis to adults whose age is twenty-one (21) years or older. In addition, State agencies are specifically authorized by the Act to promulgate regulations in furtherance of the Act. Notwithstanding the foregoing, Tenant acknowledges that the federal Controlled Substances Act (“CSA”), codified at 21 U.S.C. §§ 801-952, as amended, classifies cannabis as an illegal drug under schedule 1. Thus, “commercial cannabis activity” authorized by the Act remains subject to federal criminal prosecution, fines and penalties, including incarceration and forfeiture of property under the CSA. Tenant further acknowledges that the U.S. Department of Justice, Office of the Deputy Attorney General, issued two (2) Memorandum For All United States Attorneys, the first dated August 29, 2013, the second dated February 14, 2014, both prepared by James M. Cole, then-Deputy Attorney General, providing “Guidance Regarding Marijuana Enforcement” (collectively referred to herein as the “Cole Memoranda”). The Cole Memoranda acknowledged state ballot initiatives that legalized, under state law, the possession of cannabis and provided regulation of cannabis production, processing and sale. The Cole Memoranda further set forth eight (8) CSA enforcement priorities (referred to herein as the “Priorities”) for cannabis-related conduct for the Department. The second of the Cole Memoranda, however, concluded: As with the Department’s previous statements on this subject, this memorandum is intended solely as a guide to the exercise of investigative and prosecutorial discretion. This memorandum does not alter in any way the Department’s authority to enforce federal law, including federal laws relating to marijuana, regardless of state law. Neither the guidance herein nor any state or local law provides a legal defense to a violation of federal law, including any civil or criminal violation of the CSA. Even in jurisdictions with strong and effective regulatory systems, evidence that Non-disclosable Under California Government Code § 6254 2 particular conduct threatens federal priorities will subject that person or entity to federal enforcement action, based on the circumstances. This memorandum is not intended to, does not, and may not be relied upon to create any rights, substantive or procedural, enforceable at law by any party in any matter civil or criminal. It applies prospectively to the exercise of prosecutorial discretion in future cases and does not provide defendants or subjects of enforcement action with a basis for reconsideration of any pending civil action or criminal prosecution. Finally, nothing herein precludes investigation or prosecution, even in the absence of any one of the factors listed above, in particular circumstances where investigation and prosecution otherwise serves as important federal interest. Also, on February 14, 2014, the Department of the Treasury, Financial Crimes Enforcement Network (“FinCEN”) issued a Guidance statement to clarify the Bank Secrecy Act (“BSA”) expectations for financial institutions seeking to provide services to marijuana-related businesses. In conjunction with the issuance of the second Cole Memorandum, the FinCEN Guidance outlined the procedures financial institutions would need to undertake in order to provide services to cannabis-related business which incorporated the concepts contained in the Cole Priorities. Since the Cole Memoranda, the United States Court of Appeals for the Ninth Circuit in U.S. v. McIntosh, 833 F.3d 1163 (9th Cir. 2016), held that the federal Rohrabacher-Farr Amendment (“Amendment”) prohibits the U.S. Department of Justice from spending congressionally appropriated funds to prosecute: (a) medical cannabis organizations that are compliant under the state’s law in which they operate or (b) otherwise preventing states from “implementing their own State laws that authorize the use, distribution, possession, or cultivation of medical marijuana.” As of the date of this Lease, the Amendment has been extended through September 30, 2020. On January 4, 2018, Attorney General Jeff Sessions rescinded the Cole Memoranda leaving federal prosecutors free to determine to what extent they will enforce the CSA (which, arguably, allows them to still consider the Cole Priorities). In addition, FinCEN has not yet indicated what effect the rescission by Attorney General will have on its Guidance statement issued February 12, 2014, and appears to be operating under the guidelines set forth therein. Also, the Amendment is not affected by the Attorney General’s rescission of the Cole Memoranda. It is in the context of this conflict between the laws of the State and the United States, and the tentative nature of the federal government’s enforcement of laws, including without limitation the CSA as indicated by the Cole Memoranda, that notwithstanding anything contained in the Lease to the contrary, Tenant covenants to adhere to all the following terms, conditions and restrictions: (a) Tenant shall not allow any cannabis activity on the Premises unless it is fully permitted under the laws of the State and City, and unless it adheres to all the laws, rules, regulations and ordinances of the State and City with respect to such activities, and in a manner so as not to engage in any of the Priorities, and so as to Non-disclosable Under California Government Code § 6254 3 be compliant with any other similar memoranda, directives, or other policies issued by any Federal authority addressing cannabis activities. (b) Tenant shall not allow any cannabis activity on the Premises, or allow any cannabis thereon, until Tenant has obtained all necessary State and City permits, licenses, certificates and any other approvals (collectively referred to as “Permits”) necessary to operate its cannabis activity on the Premises, and has delivered to Landlord copies of all said Permits and an opinion of counsel for the benefit of Landlord by Tenant’s attorney opining that Tenant has obtained all the necessary State and City permits to operate the cannabis activity on the Premises, and identifies each expiration date of each required Permit. Tenant further covenants that it shall throughout the term of this Lease provide Landlord on an annual basis with copies of each renewed Permit, or any newly required Permit, and a similar opinion of counsel by Tenant’s attorney that Tenant has obtained all necessary Permits to continue operation of its Permitted Use on the Premises, before any expiration of any previously obtained Permit, or the deadline of any governmental requirement that a new Permit be obtained. (c) Tenant shall transact commercial cannabis activities from the Premises with other commercial cannabis businesses only if such other businesses are appropriately licensed and permitted under State, City, and other local law as the case may be (referred to herein as “Licensed Operators”). Tenant shall be responsible to ensure that the transportation of any cannabis or cannabis based products onto or off the Premises shall be done only in a manner consistent with State and City laws, and the laws of local jurisdictions from, through and/or to which such cannabis is being transported. (d) Tenant shall not permit any firearms to be located on the Premises unless in the possession or sole control of a permitted agent of a private security firm licensed in the State, unless otherwise required by State or City law. Tenant shall maintain adequate monitoring on the Premises 24-hours per day, seven days a week. (e) Tenant shall not permit or allow any cannabis to be sold from the Premises that is not clearly labeled or marked as being a cannabis product and being not for consumption by any individual under the age of twenty-one (21) years, unless the person under twenty-one (21) years is an authorized “qualified patient” or “primary caregiver” under State law. Tenant shall not allow or permit any cannabis product or byproduct to be ingested, inhaled, injected, applied topically, by eye drops, by suppository or otherwise consumed in any manner whatsoever by an individual while on the Premises, unless such consumption is ultimately permitted by Tenant under State and local law. (f) Tenant shall maintain all books and records required by the State and City with respect to any cannabis activity on the Premises and shall make such books and records available to Landlord for inspection on the Premises within seventy-two (72) hours of Landlord’s request therefor, and Tenant shall provide contact information to Landlord of an agent of Tenant to provide timely access to such Non-disclosable Under California Government Code § 6254 4 books and records for such inspection, provided Landlord agrees that it shall keep confidential and private all information contained in such books and records, unless otherwise required by law to disclose any such information to a governmental agency. Tenant acknowledges that it will be the person holding all Permits necessary for any cannabis activity on the Premises, and agrees that it shall notify Landlord in writing with the identity and current contact information in a form acceptable to Landlord, of any additional or replacement holders of such Permits. (g) Tenant warrants that the only “Owners”, as defined by BPC section 26000 (et al), of Tenant are Elliot Lewis. Tenant shall notify Landlord of any other person that may become an Owner of Tenant from time to time. (h) Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all actions, claims, costs (including attorney fees and costs) and damages resulting or arising in any manner whatsoever from any alleged criminal activity arising from Tenant’s cannabis activity in, on, or around the Premises. (i) If at any time during the term of the Lease, (i) any local branch of an agency or subpart of the Department of Justice, or any other Federal law enforcement unit, indicates that it may (or does) charge, arrest and/or prosecute Tenant, or any Owner pursuant to any Federal law, rule or regulation, for engaging in any cannabis activities, (ii) the State or City decides not to allow any cannabis activity in its jurisdiction, or (iii) Tenant is in breach of any of the conditions contained in this Addendum and Tenant has not cured such breach within twenty-four (24) hours after Landlord has notified Tenant of such breach, then, upon receipt by Tenant of any notice from Landlord regarding such determination in subsection (i) or (ii), or upon Tenant’s receipt of a second notice for failing to timely cure the breach in subsection (iii), Tenant shall immediately cease its cannabis activities on the Premises and remove all cannabis from the Premises. Tenant shall indemnify, defend, and hold Landlord harmless from and against any action, claim, cost (including attorney fees and costs), or damage resulting or arising in any manner whatsoever from any criminal or civil prosecution and penalties, including any forfeiture of the Premises, or any portion thereof, resulting from Tenant’s cannabis activities on the Premises. (j) If Tenant breaches any of its covenants contained in this Paragraph 2, Tenant agrees that Tenant shall be in default under this Lease and in addition to any other rights and remedies of Landlord, by law or in equity, Landlord shall be entitled to pursue a temporary restraining order, preliminary injunction, and/or injunction to require Tenant to immediately cease all of Tenant’s cannabis activities on the Premises and/or to remove all cannabis from the Premises. 3. THE PARTIES HERETO ACKNOWLEDGE, AGREE AND AFFIRM THAT THEY ARE AWARE AND HAVE BEEN ADVISED THAT, ALTHOUGH CANNABIS IS LEGAL UNDER CERTAIN CONDITIONS OR CIRCUMSTANCES PURSUANT TO THE LAWS OF THE STATE OF CALIFORNIA AND THE CITY OF FRESNO, THE POSSESSION CULTIVATION, PRODUCTION, DISTRIBUTION OR USE OF Non-disclosable Under California Government Code § 6254 5 CANNABIS, INCLUDING FOR MEDICAL REASONS, REMAINS PROHIBITED UNDER FEDERAL LAW AND THE LAW OF OTHER JURISDICTIONS WITHIN THE UNITED STATES AND ELSEWHERE (COLLECTIVELY “FEDERAL LAW”). AS SUCH, THE TENANT AGREES TO INDEMNIFY, DEFEND AND HOLD LANDLORD AND ITS RESPECTIVE PARTNERS, ATTORNEYS, MEMBERS, OWNERS, SHAREHOLDERS, HEIRS, EMPLOYEES, AGENTS AND ASSIGNS HARMLESS FROM ANY CLAIMS OR CONSEQUENCES ARISING FROM THE SCOPE OF THE LEASE, SOLELY AS IT RELATES TO VIOLATIONS OF FEDERAL LAW WITH RESPECT TO CANNABIS, MEDICAL, RECREATIONAL OR OTHERWISE. 4. Landlord and Tenant acknowledge that the cultivation, production and sale of marijuana is in violation of Federal Law, including, without limitation, the CSA. To the extent permitted by law, the parties hereby waive the right to assert any defense in any proceedings relating to the enforcement of this Agreement, including, without limitation, the defense of illegality. 5. At Tenant’s sole cost and expense, Tenant shall be permitted to apply for, obtain and maintain entitlements for the Permitted Use. Landlord hereby agrees to reasonably cooperate with Tenant’s efforts to secure the entitlements, so long as such cooperation is without any out-of-pocket cost to Landlord; provided, however, if any request by Tenant would require any cost to Landlord, Landlord shall identify the cost to Tenant, and if Tenant agrees to pay Landlord such costs and the parties reasonably agree as to a manner of payment, then Landlord shall cooperate with such request. Such cooperation shall include the execution, by Landlord, as owner, of applications, petitions, permits, approvals, and any similar document necessary for obtaining said entitlements. 6. Notwithstanding anything contained in the Lease to the contrary if there are any inconsistencies between the provisions of the Lease and the provisions of this Addendum, the provisions of this Addendum shall prevail. Except as otherwise specifically or implicitly set forth in this Addendum, all the terms and conditions set forth in the Lease shall continue in full force and effect. IN WITNESS WHEREOF, the Landlord and Tenant have entered into this Addendum effective as of September 1, 2020. LANDLORD: Dos Banditos, LLC, a Nevada limited liability company By: _______________________________ Name: Chris Beavor__________________ Title: Managing Member______________ TENANT: EEL Holdings LLC, a California limited liability company By: ________________________________ Name: Elliot Lewis___________________ Title: Managing Member_______________ Non-disclosable Under California Government Code § 6254 Certification RE Cal-OSHA Industry Outreach Course Page 1 of 2 CERTIFICATION RE CAL-OSHA INDUSTRY OUTREACH COURSE AS A CONDITION TO OPERATE A CANNABIS RETAIL BUSINESS IN THE CITY OF FRESNO Catalyst - Fresno LLC, a California limited liability company, d.b.a. Catalyst - Highway 99, as applicant (the “Applicant”), agrees and makes this certified statement (the “Certified Statement”) to the City of Fresno (the “City”) as of December 1, 2020 (the “Effective Date”), as a condition to the Applicant operating a Cannabis Retail Business pursuant to Article 33 of Chapter 9 of the City Municipal Code and its implementing regulations, as may be amended (the “City Cannabis Law”), in the City pursuant to a Commercial Cannabis Business Permit. “Cannabis Retail Business” and “Commercial Cannabis Business Permit” shall have the same meanings as those terms are defined in the City Cannabis Law. RECITALS WHEREAS, Section 9-3316(c) of the City Cannabis Law requires the Applicant, at the time of filing an initial or renewal application, and in accordance with Section 26051.5(11)(A) of the California Business & Professions Code, as may be amended, to provide a statement, that the Applicant employs, or will employ within one year of receiving or renewing a Commercial Cannabis Business Permit, one supervisor and one employee who have successfully completed a Cal-OSHA 30-hour general industry outreach course offered by a training provider that is authorized by an OSHA Training Institute Education Center to provide the course; WHEREAS, Section 9-3316(c) of the City Cannabis Law shall not be construed to alter or amend existing requirements the Applicant to provide occupational safety and health training to employees; NOW, THEREFORE, as a condition to the Applicant operating a Cannabis Retail Business pursuant to a Commercial Cannabis Business Permit under the City Cannabis Law, the Applicant, intending to be legally bound by the Certified Statement, agrees and certifies as follows: ARTICLE I – CERTIFICATION RE CAL-OSHA INDUSTRY OUTREACH COURSE 1.1 Certification RE Cal-OSHA Industry Outreach Course. The Applicant hereby agrees and certifies under penalty of perjury that, as a condition to the Applicant operating a Cannabis Retail Business pursuant to a Commercial Cannabis Business Permit under the City Cannabis Law and in accordance with Section 26051.5(11)(A) of the California Business & Professions Code, as may be amended, that the Applicant shall employ, within one year of receiving or renewing a Commercial Cannabis Business Permit, one supervisor and one employee who have successfully completed a Cal-OSHA 30-hour general industry outreach course offered by a training provider that is authorized by an OSHA Training Institute Education Center to provide the course. (a) The Applicant hereby further agrees and certifies under penalty of perjury that, as a condition to the Applicant operating a Cannabis Retail Business pursuant to a Commercial Cannabis Business Permit under the City Cannabis Law and in accordance with Certification RE Cal-OSHA Industry Outreach Course Page 2 of 2 Section 26051.5(11)(A) of the California Business & Professions Code, as may be amended, that the Applicant’s employment of one supervisor and one employee who have successfully completed a Cal-OSHA 30-hour general industry outreach course offered by a training provider that is authorized by an OSHA Training Institute Education Center to provide the course shall not be construed to alter or amend existing requirements the Applicant to provide occupational safety and health training to employees. 1.2 Severability. If any provision of this Certified Statement or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Certified Statement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Certified Statement shall be valid and be enforced to the fullest extent permitted by law. IN WITNESS WHEREOF, the Applicant has caused this Certified Statement to be executed and delivered under penalty of perjury as of the Effective Date. THE APPLICANT, as applicant: Catalyst - Fresno LLC, a California limited liability company, d.b.a. Catalyst - Highway 99, as applicant _______________________________________ By: Elliot Lewis, Owner / Member & Manager INDEMNIFICATION AND HOLD HARMLESS AGREEMENT FOR COMMERCIAL CANNABIS BUSINESS PERMIT APPLICATION To the fullest extent permitted by law, the City of Fresno (City) shall not assume any liability whatsoever with respect to having issued a commercial cannabis business permit pursuant to Fresno Municipal Code Section. 9-3333 or otherwise approving the operation of any commercial cannabis business or cannabis retail business. In consideration for the submittal of an application for a commercial cannabis business permit application and/or issuance of a cannabis business permit, and to the furthest extent allowed by law, Applicant does hereby agree to indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by City, Applicant or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of the issuance of a cannabis business permit. Applicant’s obligations under the preceding sentence shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of City or any of its officers, officials, employees, agents or volunteers. Applicant must, at the time of permit issuance, maintain insurance at coverage limits and with conditions thereon determined necessary and appropriate from time to time by the City Manager. Applicant shall conduct all defense at his/her/its sole cost. The fact that insurance is obtained by Applicant shall not be deemed to release or diminish the liability of Applicant, including, without limitation, liability assumed under this Agreement. The duty to indemnify shall apply to all claims regardless of whether any insurance policies are applicable. The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend exists regardless of any ultimate liability of Applicant. The policy limits do not act as a limitation upon the amount of defense and/or indemnification to be provided by Applicant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Applicant, its officials, officers, employees, agents, volunteers or invitees. City shall be reimbursed for all costs and expenses, including but not limited to legal fees and costs and court costs, which the city may be required to pay as a result of any legal challenge related to the city's approval of the applicant's commercial cannabis business permit. The City may, at its sole discretion, participate at its own expense in the defense of any such action, but such participation shall not relieve any of the obligations imposed hereunder. This Indemnification and Hold Harmless Agreement shall survive the expiration or termination of the Application and/or Permit. The undersigned acknowledges that he/she (i) has read and fully understands the content of this Indemnification and Hold Harmless Agreement; (ii) is aware that this is a contract between the City and Applicant; (iii) has had the opportunity to consult with his/her attorney, in his/her discretion; (iv) is fully aware of the legal consequences of signing this document; and (v) is the Applicant or his/her/its authorized signatory. Signed on this day of 2020. Applicant Signature City Employee Signature Print Name and Company Name Print Name Address Title Telephone Number Telephone Number .$3 *(--4&+./& ++*.2 &5*1 5-&0 &,#&0 "-"(&0.'"2"+612 0&1-. %#""2"+612*()5"6 12 &$&,#&0 !&#&04&-3&0&1-. OWNERSHIP ACKNOWLEDGEMENT FORM FOR COMMERCIAL CANNABIS BUSINESS PERMIT APPLICATION It is the intent of the City of Fresno to promote equitable ownership and employment opportunities in the cannabis industry to decrease the disparities in life outcomes for marginalized communities and to provide opportunities for local residents to compete for cannabis business permits. Therefore, this notice is to clarify the eligibility requirements in order to receive qualification as a Social Equity Applicant or points for Local Preference by establishing this acknowledgement to provide additional protections to mitigate against potential predatory practices. In order to qualify as a social equity applicant, or for the full points relating to the local preference criteria, the business entity must have ownership that meets the respective eligibility factors and hold at least 51% ownership interest. The social equity eligibility requirements are identified in FMC section 9-3316(b)(6), while the local preference criteria is identified in FMC 9- 3317(a) and the application evaluation criteria 2.5 (Appendix A). This majority interest can be made up of a single individual that meets this criteria, or any combination of individuals that hold at least 20% interest individually and meet the definition of an owner in FMC 9-3304(j). The cannabis social equity permits, and the local preference criteria are intended for the benefit of the Social Equity or Local Preference Individual Applicants related to business profits, proceeds of the sale of business assets, voting rights and additional protections. This also requires the Social Equity or Local Preference Owner to receive the Equity Share percent of the retained earnings and 100 percent of the unencumbered value of each share of stock, member interest or partnership interest owned in the event of the dissolution of the entity to their equity share, or 100 percent of the value of each of stock, member interest or partnership interest in the event that the stock, member interest or partnership interest is sold. Chief among the concepts of equity share, is unconditional ownership which means such individual(s) will receive equal profits, and distributions or other payments proportionate to their ownership interests. This is intended to ensure true ownership by th e Social Equity or Local Preference Individual Applicant and as such, prohibits the divestment or relinquishment of any part of their ownership under any circumstance. In addition, the Equity Share is also expanded to address voting rights on fundamental decisions relating to the business and control of at least the equity share percent of the voting rights on all decisions involving the operation of the business. Furthermore, it requires the Social Equity or Local Preference Individual owner be the highest officer position of the business or that another individual is appointed to that position by mutual agreement of the parties. This requirement is also subject to being audited to assess compliance and the Social Equity or Local Preference Owner can initiate legal action due to a breach of contract agreement, and the City may suspend and/or revoke a license if any provision in an operating agreement violates any of the Equity Share or Local Preference requirements. Lastly, all applicants will be required to incorporate an addendum into their operating agreements that makes any provision ineffective, unenforceable, null and void, if it is inconsistent with, or in violation of, the Equity Share requirements. As proposed, Social Equity Applicants or Local Preference Applicants will be required to verify under Section 9-3316(b)(6), 9-3317(a), and Criteria 2.5 of appendix A that they meet the definition of a Social Equity or Local Preference Owner at the time of applying for a permit or permit renewal. The City shall have the sole and absolute discretion to determine whether the Applicant qualifies as a Social Equity Applicant and the number of points for Local Preference. The undersigned acknowledges that he/she has read and fully understands the content of this Agreement and is the Applicant or his/her/its authorized signatory. __________________________________________________ __________________________________________________ Applicant Signature Date Signed __________________________________________________ __________________________________________________ Print Name Title __________________________________________________ __________________________________________________ Company Name Address/Telephone -$2 )',,3&*-.& &$&+#&/ **)-1 &4)0 4,&/ &+#&/ ","'&/ !&#&/3&,2&/&0,- "1"*501/&0,- %#""1"*501)'(4"5 PLANNING AND DEVELOPMENT DEPARTMENT 2600 Fresno Street • Third Floor Jennifer K. Clark, AICP, Director Fresno, California 93721-3604 (559) 621-8277 FAX (559) 498-1026 December 4, 2020 Please reply to: Rob Holt (559) 621-8056 Elliot Lewis CATALYST – Fresno LLC 6700 Pacific Coast Hwy, Ste 220 Long Beach, CA 90803 Dear Applicant: SUBJECT: ZONING INQUIRY NUMBER P20-04580 REQUESTING INFORMATION REGARDING CANNABIS RETAIL FOR PROPERTY LOCATED AT 2250 NORTH WEBER AVENUE (APN 442-102-26) 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 P20-04580 2250 North Weber Avenue Page 2 December 4, 2020 The subject property is not located within 800 feet of the property boundary of any of the above-mentioned uses. The subject building meets the separation requirements, per Section 15-2739.B.1.b of the FMC, for a cannabis retail business. 3. Prior to commencing operations, a cannabis retail business must obtain a Cannabis Conditional Use Permit from the Planning and Development Department per Section 15- 2739.N of the FMC. 4. No more than 2 cannabis retail businesses may be located in any one Council District. If more than 14 are ever authorized by Council (more than 2 per Council District), they shall be dispersed evenly by Council District. The subject property is in Council District 1. There are currently no cannabis retail businesses located in Council District 1. 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 From:noreply@fresno.gov To: Subject:Planning Application P20-04162 - Application Complete Date:Friday, November 20, 2020 12:11:28 PM Your Zoning Inquiry P20-04162 has been completed and a Final Letter has been generated. You can review the letter and details of the inquiry online Comment: Address: 1839 W CLINTON AVE, FRESNO, CA 93705 Description: CATALYST - Fresno LLC intends to operate a cannabis retail business at 1839– 1843 W. Clinton Avenue, Fresno, CA 93705, will submit a Commercial Cannabis Business Permit applicable to the site accordingly, and requires a Zoning Inquiry Letter for its Commercial Cannabis Business Permit application. 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 Elliot Lewis EEL – Fresno LLC 6700 Pacific Coast Hwy, Ste 220 Long Beach, CA 90803 Dear Applicant: SUBJECT: ZONING INQUIRY NUMBER P20-04162 REQUESTING INFORMATION REGARDING CANNABIS RETAIL FOR PROPERTY LOCATED AT 1839 WEST CLINTON AVENUE (APN 442-102-22) 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 P20-04162 1839 West Clinton 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 1. There are currently no cannabis retail businesses located in Council District 1. 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 1 Damian A. Martin From:No Reply <noreply@fresno.gov> Sent:Tuesday, December 1, 2020 1:07 PM To: Subject:Your City of Fresno Zoning Inquiry Application was successfully submitted. Dear Applicant, Your planning application P20‐04580 was successfully submitted. LLC-12Secretary of State Statement of Information /LPLWHG/LDELOLW\&RPSDQ\ IMPORTANT —5HDGLQVWUXFWLRQVbefore completing this form. Filing Fee – $2.00 Copy Fees –)LUVWSDJH HDFKDWWDFKPHQWSDJH &HUWLILFDWLRQ)HHSOXVFRS\IHHV This Space For Office Use Only 1. Limited Liability Company Name (QWHUWKHH[DFWQDPHRIWKH//& ,I\RXUHJLVWHUHGLQ&DOLIRUQLDXVLQJDQDOWHUQDWHQDPHVHHLQVWUXFWLRQV 2. 12-Digit Secretary of State File Number 3. State, Foreign Country or Place of Organization RQO\LIIRUPHGRXWVLGHRI&DOLIRUQLD 4. 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Manager(s) or Member(s) D)LUVW1DPHLIDQLQGLYLGXDO'RQRWFRPSOHWH,WHPE 0LGGOH1DPH /DVW1DPH 6XIIL[ E(QWLW\1DPH 'RQRWFRPSOHWH,WHPD F$GGUHVV&LW\ QRDEEUHYLDWLRQV 6WDWH =LS&RGH 6. Service of Process 0XVWSURYLGHHLWKHU,QGLYLGXDOOR &RUSRUDWLRQ INDIVIDUAL ±&RPSOHWH,WHPVDDQGERQO\ 0XVWLQFOXGHDJHQW¶VIXOOQDPHDQG&DOLIRUQLDVWUHHWDGGUHVV D&DOLIRUQLD$JHQW V)LUVW1DPH LIDJHQWLVnot DFRUSRUDWLRQ 0LGGOH1DPH /DVW1DPH 6XIIL[ E6WUHHW$GGUHVV LIDJHQWLVnot DFRUSRUDWLRQ Do not enter a P.O. Box &LW\ QRDEEUHYLDWLRQV 6WDWH CA =LS&RGH CORPORATION ±&RPSOHWH,WHPFRQO\ 2QO\LQFOXGHWKHQDPHRIWKHUHJLVWHUHGDJHQW&RUSRUDWLRQ F&DOLIRUQLD5HJLVWHUHG&RUSRUDWH$JHQW¶V1DPH LIDJHQWLVDFRUSRUDWLRQ ±'RQRWFRPSOHWH,WHPDRUE 7. Type of Business D'HVFULEHWKHW\SHRIEXVLQHVVRUVHUYLFHVRIWKH/LPLWHG/LDELOLW\&RPSDQ\ 8. Chief Executive Officer, if elected or appointed D)LUVW1DPH0LGGOH1DPH /DVW1DPH 6XIIL[ E$GGUHVV&LW\ QRDEEUHYLDWLRQV 6WDWH =LS&RGH 9. The Information contained herein, including any attachments, is true and correct. Return Address (Optional) )RUFRPPXQLFDWLRQIURPWKH6HFUHWDU\RI6WDWHUHODWHGWRWKLVGRFXPHQWRULISXUFKDVLQJDFRS\RIWKHILOHGGRFXPHQWHQWHUWKHQDPHRID SHUVRQRUFRPSDQ\DQGWKHPDLOLQJDGGUHVV7KLVLQIRUPDWLRQZLOOEHFRPHSXEOLFZKHQILOHG6((,16758&7,216%()25(&203/(7,1* 1DPH &RPSDQ\ $GGUHVV &LW\6WDWH=LS //& 5(9 2017 California Secretary of State www.sos.ca.gov/business/be 19-E39374 FILED In the office of the Secretary of State of the State of California NOV 21, 2019 EEL HOLDINGS LLC 201100610140 CALIFORNIA 90803 CA 90803 90803CA6700 Pacific Coast Highway, Suite 220 Long Beach 6700 Pacific Coast Highway, Suite 220 Long Beach 6700 Pacific Coast Highway, Suite 220 Long Beach Martin Long Beach 6700 Pacific Coast Highway, Suite 220 Long Beach 90803 Damian 6700 Pacific Coast Highway, Suite 220 90803 CA LewisElliot Real Estate 11/21/2019 Elliot Lewis Managing Member Page 1 of 1 California Secretary of State Electronic Filing LLC Registration – Articles of Organization Entity Name: Entity (File) Number: File Date: Entity Type: Domestic LLC Jurisdiction: California Detailed Filing Information 1.Entity Name: 2.Business Addresses: a.Initial Street Address of Designated Office in California: b.Initial Mailing Address: 3.Agent for Service of Process: 4.Management Structure: 5.Purpose Statement:The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the California Revised Uniform Limited Liability Company Act. Electronic Signature: The organizer affirms the information contained herein is true and correct. Organizer: Use bizfile.sos.ca.gov for online filings, searches, business records, and resources. CATALYST - FRESNO LLC 202031110281 11/04/2020 CATALYST - FRESNO LLC 6700 Pacific Coast Highway Suite 220 Long Beach, California 90803 United States 6700 Pacific Coast Highway Suite 220 Long Beach, California 90803 United States Damian Martin 6700 Pacific Coast Highway Suite 220 Long Beach California 90803 United States One Manager Elliot Lewis 12/4/2020 LLC Statement of Information | California Secretary of State https://llcbizfile.sos.ca.gov/SI/SI/Review 1/2 Alex Padilla California Secretary of State Review Statement of Information Address Management Agent Business CEO − Review Signature 202031110281 - CATALYST - FRESNO LLC Principal Office Address Mailing Address Office Address in California Managers or Members Agent for Service of Process Business Type Address Line 1:6700 Pacific Coast Highway Suite 220 City, State, Zip Code:Long Beach, CA 90803 Country:United States Address Line 1:6700 Pacific Coast Highway Suite 220 City, State, Zip Code:Long Beach, CA 90803 Country:United States Address Line 1:6700 Pacific Coast Highway Suite 220 City, State, Zip Code:Long Beach, CA 90803 Country:United States Entity Name Address Line 1 City, State, Zip Code Country EEL HOLDINGS LLC 6700 Pacific Coast Highway Suite 220 Long Beach, CA 90803 United States Elliot Lewis 6700 Pacific Coast Highway Suite 220 Long Beach, CA 90803 United States Timothy Lewis 6700 Pacific Coast Highway Suite 220 Long Beach, CA 90803 United States Violeta Aguilar-Wyrick 6700 Pacific Coast Highway Suite 220 Long Beach, CA 90803 United States Gregory Smith 6700 Pacific Coast Highway Suite 220 Long Beach, CA 90803 United States Blake Hogen 6700 Pacific Coast Highway Suite 220 Long Beach, CA 90803 United States Agent Name:Damian Martin Address Line 1:6700 Pacific Coast Highway Suite 220 City, State, Zip Code:Long Beach, CA 90803 Country:United States Type of Business:Retail 12/4/2020 LLC Statement of Information | California Secretary of State https://llcbizfile.sos.ca.gov/SI/Confirmation?city=Long Beach&state=CA&zip=90803&txn=041220ABF-BF4F5730-D393-412B-A115-DEADFB42FC95&…1/2 Alex Padilla California Secretary of State CONFIRMATION OF SUBMISSION Important Do not use the Back button on your browser. Using the Back button will result in duplicate charges being applied to your credit card. Your LLC Statement of Information along with payment of the filing fee for the LLC listed below was submitted successfully and is pending review and approval for filing by the California Secretary of State. Print this screen as a record of your submission and credit card payment. If the statement is not approved for filing, your payment will not be processed and a notice identifying the necessary corrections will be sent to the mailing address provided on the form. Submission Summary Entity Name: CATALYST - FRESNO LLC Entity Number: 202031110281 Statement Type: Complete Filing Submission Date/Time: 12/04/2020 11:37:09 AM Email Address: (for free PDF copy of filed statement) connectedbelmontshore@gmail.com Note: This email address will not be made a matter of public record. The PDF image of the filed Statement of Information will be available for free through the California Business Search (generally within 3 days of submission).