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Home My WebLink AboutC-20-90 Catalyst Downtown RedactedApplicant (Entity) Information Application Type Proposed Location Commercial Cannabis Business Permit Application C-20-90 Submitted On: Dec 04, 2020 Applicant Elliot Lewis elliot.lewis.ceo@southcordholdings.com Applicant (Entity) Name: EEL - Fresno LLC DBA: Catalyst - Downtown Fresno Physical Address: 721 Broadway City: Fresno State: CA Zip Code: 93721 Primary Contact Same as Above? No Primary Contact Name: Terance Frazier Primary Contact Title: Owner / Member & Manager Primary Contact Address: 2141 Tuolumne Street, #M Primary Contact City: Fresno Primary Contact State: CA Primary Contact Zip Code: 93721 Primary Contact Phone: (559) 349-6965 Primary Contact Email:HAS ANY INDIVIDUAL IN THIS APPLICATION APPLIED FOR ANY OTHER CANNABIS PERMIT IN THE CITY OF FRESNO?: No Select one or more of the following categories. For each category, indicate whether you are applying for Adult-Use (“A”) or/and Medicinal (“M”) or both Both Please make one selection for permit type. If making multiple applications, please submit a new application for each permit type and proposed location. Permit Type Retail (Storefront) Business Formation Documentation: Limited Liability Company Property Owner Name: EEL Holdings LLC Proposed Location Address: 721 Broadway City: Fresno State: CA Supporting Information Application Certification Zip Code: 93721 Property Owner Phone: Property Owner Email: Elliot.Lewis.CEO@SouthCordHoldings.com Assessor's Parcel Number (APN): 468-286-05 Proposed Location Square Footage: 9714 List all fictitious business names the applicant is operating under including the address where each business is located: Catalyst - Downtown Fresno - 721 Broadway, Fresno, CA 93721 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, 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 & Community Liaison 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: Terance Frazier Owner Title: Owner / Member & Manager Owner Address: 2141 Tuolumne Street, #M Owner City: Fresno Owner State: CA Owner Zip: 93721 Has Owner Completed Background Check Application? Yes Ownership Percentage (%): 40 Owner Name: Elliot Lewis 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? Yes Ownership Percentage (%): 46.5 Owner Name: James Gentry Owner Title: Owner / Member & Chief Compliance Officer Owner Address: 2141 Tuolumne Street, #M Owner City: Fresno Owner State: CA Owner Zip: 93721 Has Owner Completed Background Check Application? Yes Ownership Percentage (%): 2.5 Owner Name: Drone Jones Owner Title: Owner / Member & Community Organizer Owner Address: 2141 Tuolumne Street, #M Owner City: Fresno Owner State: CA Owner Zip: 93721 Has Owner Completed Background Check Application? Yes Ownership Percentage (%): 2.5 Owner Name: Jacob Fraizer Owner Title: Owner / Member & Real Estate Development Officer Owner Address: 2141 Tuolumne Street, #M Owner City: Fresno Owner State: Ca Owner Zip: 93721 Has Owner Completed Background Check Application? Yes Ownership Percentage (%): 2.5 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?Ownership Percentage (%): Yes 6 EEL - FRESNO LLC, D.B.A. CATALYST - DOWNTOWN FRESNO ATTN: TERANCE FRAZIER, OWNER / MEMBER & MANAGER 2141 TUOLUMNE STREET, #M, FRESNO, CA 93721 Page 1 of 31 Business Plan for EEL - Fresno LLC, d.b.a. Catalyst - Downtown Fresno Introduction & Executive Summary EEL - Fresno LLC, d.b.a. Catalyst - Downtown Fresno (our “Company”), through its Owners / Members and officers has an unmatched track record of successful and timely development, establishment, and operation of successful businesses—in particular real estate and 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, industry stalwarts, and community leaders that include: (i) the managing member of one of the most successful and most respected by the local community real estate development businesses in the City of Fresno and the Central Valley, (ii) the owner and operator of one of the largest and most successful cannabis business portfolios in California and the U.S., (iii) a highly experienced locally-based professional consultant deeply connected to the Fresno community, (iv) an electrician with over 30 years of experience (including over 20 years in the public sector) that serves in a management role with the Fresno Unified School District, (v) a young undergrad that even at the start of his career, has a lifetime of real estate development experience, and (vi) a licensed and practicing medical doctor on the cutting edge of researching and developing verifiable medicinal and therapeutic uses of cannabis. Through its Owners / Members and officers, our Company will bring the Catalyst brand to Downtown Fresno (“Fresno” or the “City”) 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 - Downtown Fresno’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 1 – Business Plan Page 2 of 31 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?” II. Company Organizational Chart for EEL - Fresno LLC Section 1 – Business Plan Page 3 of 31 Terance Frazier, Owner / Member & Manager of EEL - Fresno LLC - Managing Member of TFS Investments, LLC Owner / Member & Manager, Terance Frazier was born in Oakland, California. He received a B.S. in Criminal Justice, while playing baseball at Fresno State. In 1992, he was drafted by the Oakland Athletics and a few years later played with the St. Paul Saints of Minnesota. Upon his retirement from professional baseball, Mr. Frazier returned to Fresno to pursue his interest and passion of real estate investment. In 1996, he partnered with Mr. Steve Hosey to establish a real estate investment company with a focus in acquisition of distressed single family homes. Mr. Frazier’s experience and expertise allowed him to grow his personal business. In 2004, Mr. Frazier established TFS Investments, LLC, where he serves as the Managing Member. With a passion for improving neighborhoods in the inner city, Mr. Frazier continued to invest in renovations of distressed single and multi-family housing in the City of Fresno. Mr. Frazier continued to grow his venture by diversifying his investments and entering into partnerships with other local developers to build large commercial projects like Campus Pointe and Midstate Bowl. Today, TFS Investments, LLC, specializes in all areas of residential and commercial real estate, with an extensive portfolio that not only includes Central California, but also Texas and Georgia. TFS Investments, LLC, currently invests in approximately 100 residential properties per year and has invested in approximately 10,000 over the last 20 years. Mr. Frazier, through TFS Investments, has steered over in investment dollars from a large investment group over the last 20 years to the Fresno market. Due to Mr. Frazier’s experience and relationships in the development world, he has been successful in developing projects that have given synergy to initiatives like the revitalization of Downtown Fresno. These projects include condominiums, retail stores, and office spaces. Mr. Frazier’s vision for a revitalized Downtown Fresno has generated much interest from local and out of state investors. Mr. Frazier is part of the group of investors developing condominiums that will oversee the Chuckchansi Park and a Public Market that will be an anchor and centerpiece of the new Fulton Street in Downtown Fresno. TFS Investments, LLC has positioned itself to be one of the largest investors committed to seeing Downtown Fresno become an entertainment hub for the Central Valley. Accordingly, Mr. Frazier has partnered with the owner of Catalyst Cannabis Co., Elliot Lewis, to develop a cannabis retail business in Downtown Fresno to continue revitalization of the area and further his vision of Downtown Fresno as an entertainment hub for the entire Central Valley. In addition to his business interests, and consistent with Catalyst Cannabis Co.’s “Weed for the People” business model, Mr. Frazier is also a highly active member of the community. First and foremost, Mr. Frazier is the President of Central Cal Baseball Academy (“Central Cal”), a Section 1 – Business Plan Page 4 of 31 nonprofit which he founded in 1997. Central Cal focuses on the development and mentoring of student-athletes in an environment that encourages sportsmanship and academics. The nonprofit is committed to mentoring at- risk youth and ensuring that cost is not an obstacle to motivated players. Central Cal emphasizes academic achievement, substance abuse education, and community service. Mr. Frazier’s nonprofit has a track record of 100% high school graduation, sends kids to college and the major leagues. In addition to his work with Central Cal, Mr. Frazier serves on State Center Community College District (“SCCCD”) Foundation Board, the SCCCD Executive Committee, the Dugout Club, the Fresno State Alumni Association, the Southwest Community Development Corporation, the Mayor-Council Code Enforcement Task Force, the Fresno State Alumni Engagement Committee, and is President of the Fresno State Baseball Alumni Association. Most importantly of all and serving as the prime motivation for his business and public service commitment to the City of Fresno, Mr. Frazier has five children that were all born and raised in Fresno. Mr. Frazier has received many accolades and recognition for his businesses successes and commitment to improving the community. Notably, in 2011, California State Senator Michael Rubio (ret.) recognized Mr. Frazier as Man of the Year in the State of California. SELECTED AWARDS & HONORS • United States Senate, Certificate of Commendation for “Outstanding Community Member Award” • Fresno Metro Black Chamber of Commerce, Certificate of Recognition for “15 years of Service for Excellence in Real Estate and Construction Leadership” • Central California Baseball Academy, Certificate of Appreciation for “20 Years of Dedicated Service” • Fresno Metro Black Chamber of Commerce, Dr. Martin Luther King “Things That Matter Award” • First 5 Fresno County, “Child Friendly Business Award” • Congressional Recognition, for “2015 Wall of Honor Inductee” • NAACP’s “Image Award for Business” • Mayor Ashley Swearengin, Certificate of Recognition for the 541 @ South Tower Project • Congressman Jim Costa, Certificate of Special Congressional Recognition for 541 @ South Tower Project • Senator Tom Berryhill, State of California Senate Certificate, “Recognition for Lifelong Contributions to the Students of Fresno County” • Senator Melissa Hurtado, State of California Senate, MLK Community Award, Certificate, “Recognition for Commitment to Business and Community Service” • Congressman Jim Costa, Congressional Recognition, “Urban Leadership Champion” Section 1 – Business Plan Page 5 of 31 Elliot Lewis, Owner / Member & Community Liaison of EEL - 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 & Community Liaison, 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, 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 6 of 31 • 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 7 of 31 James P. Gentry, Owner / Member & Chief Compliance Officer of EEL - Fresno LLC - Owner and Operator of JP Gentry Industries Owner / Member & Chief Compliance Officer, James P. Gentry has twenty plus years of retail experience and sixteen years of management experience. Throughout his career, Mr. Gentry has had the opportunity to be involved in every aspect of retail development, management, and customer service. His experience ranges from purchasing and forecasting to marketing and event planning. Since 2018, Mr. Gentry has owned and operated his own management consulting company, JP Gentry Industries, through which Mr. Gentry uses his numerous years of experience to provide expertise is the following areas: real estate development, entertainment services, event management, and operational compliance. SKILLS • Development preparation • Financial analysis • Project management • Employee management • Marketing • Operational compliance SOFTWARE EXPERTISE • Adobe Photoshop • Adobe Illustrator • Microsoft Excel • Microsoft Word • Google Docs/Sheets • OS: IOX, OSX, MS Windows, Android • QuickBooks CURRENT PROJECTS • H & INYO • AlleyWave Plaza • Multiple mixed-use projects • Granite Park Sports Complex • Favorites Consignment • EEL - Fresno LLC VOLUNTEERING • Cottage Montessori • Fresno Bully Rescue • Fresno Skateboard Salvage • Central Valley Community Sports Foundation • Cen Cal Baseball Academy Section 1 – Business Plan Page 9 of 31 Drone E. Jones, Owner / Member & Community Organizer of EEL - Fresno LLC Owner / Member & Community Organizer, Drone E. Jones has five years of customer service and sales experience and 31 years’ experience in the construction industry with the last 22 years of that time working directly with the public sector. His experience has included supervisory roles, and for the past four years Mr. Jones has been in management. Mr. Jones currently manages support for hundreds of public employees and oversees a multimillion-dollar budget. Mr. Jones also is responsible for the identification and abatement of hazardous materials to ensure a safe environment for Fresno’s youth. During his service in the construction industry, Mr. Jones has been an active member of the International Brotherhood of Electrical Workers (“IBEW”). Mr. Jones has joined EEL - Fresno LLC because his current career goal is to become a partner in an upstart company that will provide alternative medicinal products and services and additional financial resources to the local Fresno community. SKILLS • Managing large staff of employees • Managing large fiscal budgets • Financial analysis • Tracking and updating inventory • Implement safety protocols • Management of biohazardous materials EXPERIENCE • Sales • Customer service • Supervisory positions • Management positions • 31 years with IBEW • Labor contract negotiations • Health care management INTERESTS • Youth sports • Fishing • Outdoor activities • Current events SOFTWARE EXPERTISE • Microsoft SharePoint • Microsoft Word • Microsoft Excel • Microsoft Teams Section 1 – Business Plan Page 11 of 31 Jacob Fraizer, Owner / Member & Real Estate Development Officer of EEL - Fresno LLC Owner / Member & Real Estate Development Officer, Jacob Fraizer is currently an undergrad at UC San Diego studying computer science and mathematics that plans on graduating in June 2021. Since starting college, Mr. Fraizer has held IT / Project Management positions at several national businesses. Before college, Mr. Fraizer ran a party rental business with his little brother and successfully sold the business for a profit before leaving for college. Also Mr. Fraizer grew up in his father, Terance Fraizer’s extremely successful real estate development business, TFS Investments, LLC. With his father, Terance, serving as his mentor, Mr. Fraizer will serve as the Real Estate Development Officer of EEL - Fresno LLC, ensuring the successful development of our cannabis retail business as part of Terance Fraizer’s grand vision to transform Downtown Fresno into an entertainment hub for the entire Central Valley. Section 1 – Business Plan Page 13 of 31 Gregory A. Smith, M.D., QME, Owner / Member & Chief Medical Officer of EEL - 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. Section 1 – Business Plan Page 15 of 31 III. Operating Budget & Pro Forma for EEL - Fresno LLC Section 1 – Business Plan Page 24 of 31 III.D Proof of Capitalization for EEL - Fresno LLC IV. Cannabis Retail Business Operations Our Company will establish and operate cannabis retail business at 721 Broadway, Fresno, CA 93721 (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 Intake / Processing, and our Company's employees offload cannabis and cannabis products. 2. The Company's employees transfer cannabis and cannabis products from the Intake / Processing to Product 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 25 of 31 METRC system, our Company’s employees transfer the cannabis products into their METRC packages and physically from Product Prep to Secure Storage. 3. Prior to staging and display for final sale, our Company’s employees transfer cannabis products from Secure Storage to Product Prep for barcoding, and then our Company’s employees transfer properly tagged cannabis products staged and entered into our point- of-sale system from the Product Prep (i) to Intake / Processing 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 / Waiting Area 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 27 of 31 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 28 of 31 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 Intake / Processing for our Company’s employees to help offload cannabis products. Our Company’s employees then transfer the cannabis products from Intake / Processing to Product 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 Product 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 29 of 31 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 30 of 31 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 Area 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 31 of 31 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 eight 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. EEL - FRESNO LLC, D.B.A. CATALYST - DOWNTOWN FRESNO ATTN: TERANCE FRAZIER, OWNER / MEMBER & MANAGER 2141 TUOLUMNE STREET, #M, FRESNO, CA 93721 | Page 1 of 21 Social Policy & Local Enterprise Plan for EEL - Fresno LLC, d.b.a. Catalyst - Downtown Fresno Introduction & Executive Summary EEL - Fresno LLC, d.b.a. Catalyst - Downtown Fresno (our “Company”), through its Owners / Members and officers has an unmatched track record of successful and timely development, establishment, and operation of successful businesses—in particular real estate and 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, industry stalwarts, and community leaders that include: (i) the managing member of one of the most successful and most respected by the local community real estate development businesses in the City of Fresno and the Central Valley, (ii) the owner and operator of one of the largest and most successful cannabis business portfolios in California and the U.S., (iii) a highly experienced locally-based professional consultant deeply connected to the Fresno community, (iv) an electrician with over 30 years of experience (including over 20 years in the public sector) that serves in a management role with the Fresno Unified School District, (v) a young undergrad that even at the start of his career, has a lifetime of real estate development experience, and (vi) a licensed and practicing medical doctor on the cutting edge of researching and developing verifiable medicinal and therapeutic uses of cannabis. Through its Owners / Members and officers, our Company will bring the Catalyst brand to Downtown Fresno (“Fresno” or the “City”) 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 - Downtown Fresno’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 Section 2 – Social Policy & Local Enterprise Plan Page 2 of 21 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 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?” 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. Demonstrating its commitment to paying its employees a “living wage”, below the employment roles in our cannabis retail business and the annual salary for those positions: (i) Manager: N/A - Owner / Member; (ii) Chief Compliance Officer: N/A - Owner / Member; (iii) Real Estate Development Officer: N/A - Owner / Member; (iv) Chief Medical Officer: N/A - Owner / Member; (v) Community Liaison: N/A - Owner / Member; (vi) Community Organizer: N/A - Owner / Member; (vii) Bookkeeper / Administration: ; (viii) Dispensary General Manager: ; (ix) Assistant Dispensary General Manager: ; (x) Dispensary Sales Representatives: and (xi) Delivery Drivers: . 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, 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. 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 & Community Liaison, 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 & Community Liaison, 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. Further Mr. 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 Section 2 – Social Policy & Local Enterprise Plan Page 11 of 21 better inform themselves and the customer. This will include the detailed information that goes 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 Section 2 – Social Policy & Local Enterprise Plan Page 12 of 21 material, written in plain English and presented in an easy-to-use outline format, explaining all 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 Section 2 – Social Policy & Local Enterprise Plan Page 13 of 21 Company will work to do their best to ensure staff can be successful when being quizzed. 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 Section 2 – Social Policy & Local Enterprise Plan Page 14 of 21 Applicable federal and state law defines sexual harassment as unwanted sexual advances, requests 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 Section 2 – Social Policy & Local Enterprise Plan Page 15 of 21 abusive conduct to a supervisor or manager with whom employees are comfortable speaking. 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. Our Company’s Community Organizer is a senior executive that performs the same role as our Community Organizer, except that for the purposes of chain- of-command, our Community Organizer reports to and follows the direction of our Community Liaison. Personnel Annual Salary 2020 2021 2022 2023 2024 Manager N/A - Owner / Member 1 1 1 1 1 Chief Compliance Officer N/A - Owner / Member 1 1 1 1 1 Community Liaison N/A - Owner / Member 1 1 1 1 1 Community Organizer N/A - Owner / Member 1 1 1 1 1 Chief Medical Officer N/A - Owner / Member 1 1 1 1 1 Real Estate Development Officer N/A - Owner / Member 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 6 19 20 24 25 Total Section 2 – Social Policy & Local Enterprise Plan Page 17 of 21 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 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. Section 2 – Social Policy & Local Enterprise Plan Page 18 of 21 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 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, Section 2 – Social Policy & Local Enterprise Plan Page 19 of 21 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, 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 will be a locally managed enterprise whose owners and/or managers reside within or own a commercial business within the City of Fresno, for at least one year prior to March 2, 2020. 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? County of Fresno Resident? BIPOC? Terance Frazier Owner / Member & Manager 40% No Yes Yes Yes Elliot Lewis Owner / Member & Community Liaison 46.5% No No* No No James P. Gentry Owner / Member & Chief Compliance Officer 2.5% Yes Yes No No Drone Jones Owner / Member & Community Organizer 2.5% Yes No No Yes Jacob Fraizer Owner / Member & Real Estate Development Officer 2.5% No No Yes Yes Dr. Gregory Smith Member & Chief Medical Officer 6% No Yes No Yes Total Ownership & Control of Our Company 100% 5% 48.5% 42.5% 51% 51% * = Owner / Member & Community Liaison, Elliot Lewis’s wholly-owned LLC, 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, Mr. 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 he 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 per hour that automatically increases every 6 months; Shift Supervisors receive a per hour premium and Assistant Managers receive a per 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 & Community Liaison, 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] Non-disclosable Under California Government Code § 6254 Non-disclosable Under California Government Code § 6254 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 0 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 EEL - FRESNO LLC, D.B.A. CATALYST - DOWNTOWN FRESNO ATTN: TERANCE FRAZIER, OWNER / MEMBER & MANAGER 2141 TUOLUMNE STREET, #M, FRESNO, CA 93721 Page 1 of 21 Neighborhood Compatibility Plan for EEL - Fresno LLC, d.b.a. Catalyst - Downtown Fresno Introduction & Executive Summary EEL - Fresno LLC, d.b.a. Catalyst - Downtown Fresno (our “Company”), through its Owners / Members and officers has an unmatched track record of successful and timely development, establishment, and operation of successful businesses—in particular real estate and 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, industry stalwarts, and community leaders that include: (i) the managing member of one of the most successful and most respected by the local community real estate development businesses in the City of Fresno and the Central Valley, (ii) the owner and operator of one of the largest and most successful cannabis business portfolios in California and the U.S., (iii) a highly experienced locally-based professional consultant deeply connected to the Fresno community, (iv) an electrician with over 30 years of experience (including over 20 years in the public sector) that serves in a management role with the Fresno Unified School District, (v) a young undergrad that even at the start of his career, has a lifetime of real estate development experience, and (vi) a licensed and practicing medical doctor on the cutting edge of researching and developing verifiable medicinal and therapeutic uses of cannabis. Through its Owners / Members and officers, our Company will bring the Catalyst brand to Downtown Fresno (“Fresno” or the “City”) 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 - Downtown Fresno’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, and 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 Section 3 – Neighborhood Compatibility Plan Page 2 of 21 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. 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 721 Broadway, Fresno, CA 93721 (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, Jacob Fraizer, as our Real Estate Development Officer, and has appointed Terance Frazier—the managing member of one of the most successful and most respected by the local community real estate development businesses in the City of Fresno and the Central Valley—as our Manager, who is Mr. Jacob Fraizer’s Father and Lifelong Mentor. Per the Neighborhood Context Maps below in Section VII, the proposed location for our Company’s dispensary at 721 Broadway is a commercial building located in a section of Downtown Fresno on Broadway south of Chukchansi Park and north of Mono Street. 721 Broadway is located in the City’s DTN (Downtown Neighborhood) zoning district and is not located within the 800-foot radius of any sensitives uses such as schools, daycares, or youth centers. 721 Broadway is surrounded by other commercial businesses that serve the Downtown Area and Chukchansi Park. Less than 500 feet away from 721 Broadway are multiple massive parking areas that also serve the Downtown Area and Chukchansi Park. Overall, our Company’s dispensary is totally complimentary to the Downtown Area selected, and Catalyst - Downtown Fresno will be a centerpiece and catalyst (pun intended) for the continued revitalization of the area and further Owner / Member & Manager, Terance Frazier’s vision of Downtown Fresno as an entertainment hub for the entire Central Valley. Section 3 – Neighborhood Compatibility Plan Page 3 of 21 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 his or her immediate family have a “financial interest” (as that term is defined in Section Section 3 – Neighborhood Compatibility Plan Page 4 of 21 650.01 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 21 • 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 21 Section 3 – Neighborhood Compatibility Plan Page 7 of 21 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 21 • 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 21 • 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 21 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 the 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 Our Company’s dispensary will be located in Fresno’s DTN Downtown Neighborhood. The purpose of the DTN District is to create lively, walkable, mixed-use urban neighborhoods surrounding the Downtown Core. Accordingly, per Section 15-2407 of the Fresno Municipal Code, our dispensary does not require any on-site parking. Nevertheless, less than 500 feet away from 721 Broadway are multiple massive parking areas that also serve the Downtown Area and Chukchansi Park. 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 60 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 24 customers given the eight Point-of-Sale Stations. 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: Section 3 – Neighborhood Compatibility Plan Page 11 of 21 • 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 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 Section 3 – Neighborhood Compatibility Plan Page 12 of 21 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 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 Section 3 – Neighborhood Compatibility Plan Page 13 of 21 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; • 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; Section 3 – Neighborhood Compatibility Plan Page 14 of 21 • 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. • “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. Section 3 – Neighborhood Compatibility Plan Page 15 of 21 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; • 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 Section 3 – Neighborhood Compatibility Plan Page 16 of 21 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) he 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; • 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 Section 3 – Neighborhood Compatibility Plan Page 17 of 21 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. 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 Section 3 – Neighborhood Compatibility Plan Page 18 of 21 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 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. Construction of our Company’s dispensary will require include remodeling an existing commercial building. Since the construction will not disturb any of the permeable surfaces on the property, our Company expects little to no erosion, soil disturbance, or sediment migration. Nevertheless, 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. Section 3 – Neighborhood Compatibility Plan Page 19 of 21 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: A. Swales; B. Water collection and disposal systems; C. French drains; D. Water retention gardens; and/or E. 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 21 VIII. Odor Detection Form Page 21 of 21 Fire Prevention and Suppression Plan December 1, 2020 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno Page 1 of 27 FIRE PREVENTION AND SAFETY PLAN EEL - FRESNO LLC, D.B.A. CATALYST - DOWNTOWN FRESNO 721 BROADWAY FRESNO, CA 93721 PREPARED B Y R EAX ENGINEERING N OVEMBER 27, 2020 Fire Prevention and Suppression Plan December 1, 2020 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno 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 .................................................................................................................. 17 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 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno 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 EEL - Fresno , LLC, d.b.a. Catalyst - Fresno (company) located at 721 Broadway in Fresno, CA. The proposed tenant space is approximately 9,714ft². The building was constructed in 1930 . 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 mos t 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 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno Page 4 of 27 Figure 1: Project location Figure 2: Project site location Fire Prevention and Suppression Plan December 1, 2020 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno 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 occ upancies 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 100 4.1.2. 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 198 people. Fire Prevention and Suppression Plan December 1, 2020 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno 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 occupant 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: one at the main entrance in front of the building at Broadway Street , and a secondary exit at the rear 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 po rtion of the facility to an exterior door is approximately 175ft. 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. Fire Prevention and Suppression Plan December 1, 2020 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno Page 7 of 27 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 egress travel. The egress path will be marked by readily visible exit signs to clearly indicate the direction of egress travel in cases where the exit or path of exit travel is not immediately discernable . Intervening means of egress doors will also be marked 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 presen t . 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 Tr ansfer 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 Section 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 duri ng periods that the space is occupied . 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, inst alled and maintained based on CFC Section 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 s prinkler systems affords the customers, 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 Fire Prevention and Suppression Plan December 1, 2020 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno Page 8 of 27 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 system s 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 by the fire alarm panel . Staff will be trained to escort custom ers to the nearest exit in 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 803.3. 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 develope d 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 w all 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. Fire Prevention and Suppression Plan December 1, 2020 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno Page 9 of 27 Spacing and minimum size requ irements 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. 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 norm al 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 Fire Department at (559) 621 -4181 for ordering and insta llation. 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 3 which is located approximately 1 .0 miles away at 1406 Fresno St . A ccess to the exterior walls of the tenant space are located within 150ft of fire lanes , which is considered the road adjacent to the site as well as the Fire Prevention and Suppression Plan December 1, 2020 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno Page 10 of 27 20ft wide alleyway behind the building , in accordance with CFC Section 503 . There are no gates or other restrictions to fire apparatus access on the property . 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 sm oking 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 indiv idual 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 wipes, 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 copies 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 hazardous gases, pesticides, or chemicals. Fire Prevention and Suppression Plan December 1, 2020 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno 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 de sign 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 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno 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 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno 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 rescue 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, mitigating 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 a vailable to all employees upon request. 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 t hat govern the dispensary in order 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 B eing A Good Witness/Report Writing 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 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 p lain 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 trained, 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 a nd must pass the test by their third 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 wor king one -on-one with new employees 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 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno 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 compl icated questions. The Company will 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 p rocedures. Management will perform 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 c an effectively articulate information 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’ knowled ge and understanding of the training 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 emplo yees 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 trainin g 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 threat, 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 activatin g 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 constr ucted and maintained. These regulations 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 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno 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 person nel 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 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno 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 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno Page 16 of 27 6 Electrical Fire Safety Electrical wiring and devices will compl y 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 followi ng 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. • No sto red 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 smaller d iameter 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 pass th rough 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 foll owing 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 perso nnel 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 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno Page 17 of 27 Medical Emergencies The intent of this section is to provide the basic guidelines and training that will be shared with emp loyees 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 medical 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. 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. Fire Prevention and Suppression Plan December 1, 2020 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno Page 18 of 27 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. 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. Fire Prevention and Suppression Plan December 1, 2020 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno Page 19 of 27 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 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. Fire Prevention and Suppression Plan December 1, 2020 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno Page 20 of 27 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 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. Fire Prevention and Suppression Plan December 1, 2020 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno Page 21 of 27 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 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. Fire Prevention and Suppression Plan December 1, 2020 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno Page 22 of 27 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. 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. Fire Prevention and Suppression Plan December 1, 2020 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno Page 23 of 27 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 t rained personnel , including 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 breathi ng 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 finger s, 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 • significant flooding • a hazardous material incident • a suspicious odor of gas • a motor vehicle accident • a rescue activity Fire Prevention and Suppression Plan December 1, 2020 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno Page 24 of 27 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 Health & 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 this 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 small cuts, non -extensive bruises etc. and would not normall y 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) more 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 disl ocation of limbs that hinder functionality and movement (including paralysis and amputation) • 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 throu gh electrocution, hypothermia etc. • Poisoning • Contamination from hazardous substances or transmission of diseases Fire Prevention and Suppression Plan December 1, 2020 EEL - Fresno LLC, d.b.a. CATALYST - Downtown Fresno Page 25 of 27 • Any other injury that requires hospitalization or medical care The accident 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 injuries or victims but could be potentially dangerous in that respect if rep eated. 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 depar tment (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 su pervisors 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. T he 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 following 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 Secon 5: Physical Security, Life Safety, and Risk Migaon Plan Prepared For: EEL – Fresno LLC, d.b.a. Catalyst – Downtown Fresno Project Address: 721 Broadway Fresno, CA 93721 Assessment Date: December 1, 2020 Prepared By: Barton Integraon, LLC 5151 California, Suite 100 Irvine, CA 92617 ACO 7801 CL 1048148 Project Consultant: Kelley Poole KelleyM @BartonIntegraon.com (949) 701-3447 Mobile EEL - FRESNO LLC, D.B.A. CATALYST - DOWNTOWN FRESNO ATTN: TERANCE FRAZIER, OWNER / MEMBER & MANAGER 2141 TUOLUMNE STREET, #M, FRESNO, CA 93721 Page 1 of 3 Location Plan for EEL - Fresno LLC, d.b.a. Catalyst - Downtown Fresno Introduction & Executive Summary EEL - Fresno LLC, d.b.a. Catalyst - Downtown Fresno (our “Company”), through its Owners / Members and officers has an unmatched track record of successful and timely development, establishment, and operation of successful businesses—in particular real estate and 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, industry stalwarts, and community leaders that include: (i) the managing member of one of the most successful and most respected by the local community real estate development businesses in the City of Fresno and the Central Valley, (ii) the owner and operator of one of the largest and most successful cannabis business portfolios in California and the U.S., (iii) a highly experienced locally-based professional consultant deeply connected to the Fresno community, (iv) an electrician with over 30 years of experience (including over 20 years in the public sector) that serves in a management role with the Fresno Unified School District, (v) a young undergrad that even at the start of his career, has a lifetime of real estate development experience, and (vi) a licensed and practicing medical doctor on the cutting edge of researching and developing verifiable medicinal and therapeutic uses of cannabis. Through its Owners / Members and officers, our Company will bring the Catalyst brand to Downtown Fresno (“Fresno” or the “City”) 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 - Downtown Fresno’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 6 – Social Policy & Local Enterprise Plan Page 2 of 3 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?” 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, Jacob Fraizer, as our Real Estate Development Officer, and has appointed Terance Frazier—the managing member of one of the most successful and most respected by the local community real estate development businesses in the City of Fresno and the Central Valley—as our Manager, who is Mr. Jacob Fraizer’s Father and Lifelong Mentor. With that in mind, our Company’s proposed location at 721 Broadway, Fresno, CA 93721, is located specifically to develop a cannabis retail business in Downtown Fresno to continue revitalization of the area and further Mr. Frazier’s vision of Downtown Fresno as an entertainment hub for the entire Central Valley and will be developed to have all the appropriate design, mitigation, safety, security, and signage features required by the City. 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, 721 Broadway is a commercial building located in a section of Downtown Fresno on Broadway south of Chukchansi Park and north of Mono Street. 721 Broadway is located in the City’s DTN (Downtown Neighborhood) zoning district and is not located within the 800-foot radius of any sensitives uses such as schools, daycares, or youth centers. 721 Broadway is surrounded by other commercial businesses that serve the Downtown Area and Chukchansi Park. Less than 500 feet away from 721 Broadway are multiple massive parking areas that also serve the Downtown Area and Chukchansi Park. 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 Downtown Area selected, and Catalyst - Downtown Fresno will be a centerpiece and catalyst (pun intended) for the continued revitalization of the area and further Mr. Frazier’s vision of Downtown Fresno as an entertainment hub for the entire Central Valley. II.B Design Concept As demonstrated by the comprehensive Location Plan Set attached here as Appendix A, our Company’s cannabis retail business at 721 Broadway 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. 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 721 Broadway 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 721 Broadway, Fresno, CA 93721 [Page intentionally left blank] EEL - FRESNO LLC, D.B.A. CATALYST - DOWNTOWN FRESNO ATTN: TERANCE FRAZIER, OWNER / MEMBER & MANAGER 2141 TUOLUMNE STREET, #M, FRESNO, CA 93721 Page 1 of 10 Community Benefits & Investments Plan for EEL - Fresno LLC, d.b.a. Catalyst - Downtown Fresno Introduction & Executive Summary EEL - Fresno LLC, d.b.a. Catalyst - Downtown Fresno (our “Company”), through its Owners / Members and officers has an unmatched track record of successful and timely development, establishment, and operation of successful businesses—in particular real estate and 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, industry stalwarts, and community leaders that include: (i) the managing member of one of the most successful and most respected by the local community real estate development businesses in the City of Fresno and the Central Valley, (ii) the owner and operator of one of the largest and most successful cannabis business portfolios in California and the U.S., (iii) a highly experienced locally-based professional consultant deeply connected to the Fresno community, (iv) an electrician with over 30 years of experience (including over 20 years in the public sector) that serves in a management role with the Fresno Unified School District, (v) a young undergrad that even at the start of his career, has a lifetime of real estate development experience, and (vi) a licensed and practicing medical doctor on the cutting edge of researching and developing verifiable medicinal and therapeutic uses of cannabis. Through its Owners / Members and officers, our Company will bring the Catalyst brand to Downtown Fresno (“Fresno” or the “City”) 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 - Downtown Fresno’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 Section 7 – Community Benefits & Investments Plan Page 2 of 10 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 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, Elliot Lewis, as our Liaison. Elliot has successfully acquired, developed, and in the process of developing numerous cannabis licenses to date, spanning retail, manufacturing, cultivation, and distribution. His ground-level expertise in helping build one of California’s top cannabis brands while simultaneously founding and developing EEL Holdings LLC and other companies positions him as a key industry player as the market transitions from medical cannabis use to recreational cannabis use. The locations developed by Elliot offer a strategic vertical integration plan that is primed to streamline the cannabis supply and demand. Elliot’s professional and personal community would characterize him as a man of high moral character, honest with the upmost integrity. However, of all of his accomplishments none are as important to Elliot as his family—spouse of nine years Anna and their four children. In other words, Elliot is an active member of the community and operates cannabis businesses from that perspective. 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 Liaison 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 Company this means, rather than using traditional job-posting media such Indeed, Craigslist, or Section 7 – Community Benefits & Investments Plan Page 6 of 10 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 equity hiring goals, we will then look to use more traditional job platforms such as Indeed and Section 7 – Community Benefits & Investments Plan Page 7 of 10 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 & Community Liaison, 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 & Community Liaison, 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. Further Mr. 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 Section 7 – Community Benefits & Investments Plan Page 8 of 10 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, Mr. 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 he 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 & Community Liaison, 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. • 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 Section 7 – Community Benefits & Investments Plan Page 9 of 10 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 cannabis retail business location at 721 Broadway, Fresno, CA 93721, is located specifically to develop a cannabis retail business in Downtown Fresno to continue revitalization of the area and further Owner / Member & Manager, Terance Frazier’s vision of Downtown Fresno as an entertainment hub for the entire Central Valley and will be developed to have all the appropriate design, mitigation, safety, security, and signage features required by the City. 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 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 Section 7 – Community Benefits & Investments Plan Page 10 of 10 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. EEL - FRESNO LLC, D.B.A. CATALYST - DOWNTOWN FRESNO ATTN: TERANCE FRAZIER, OWNER / MEMBER & MANAGER 2141 TUOLUMNE STREET, #M, FRESNO, CA 93721 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 721 Broadway, Fresno, CA 93721 (APN: 468-286-05) Dear City of Fresno: EEL - Fresno LLC, a California limited liability company, which will do business as Catalyst - Downtown Fresno, 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: EEL - Fresno LLC, a California limited liability company, which will do business as Catalyst - Downtown Fresno (the “Developer”) 4) PREMISES: 721 Broadway, Fresno, CA 93721 (APN: 468-286-05) (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: AC34D0A4-0663-489E-91F1-99B84D358BCF 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. DocuSign Envelope ID: AC34D0A4-0663-489E-91F1-99B84D358BCF D) The Developer shall develop and implement a Social Equity Incubator Program. 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: EEL - FRESNO LLC, a California limited liability company, which will do business as Catalyst - Downtown Fresno, as applicant _______________________________________ By: Terance Frazier, Owner / Member & Manager DocuSign Envelope ID: AC34D0A4-0663-489E-91F1-99B84D358BCF 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 EEL - Fresno LLC, d.b.a. Catalyst - Downtown Fresno 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 EEL - Fresno LLC, d.b.a. Catalyst - Downtown Fresno (“Catalyst - Downtown Fresno”), I am confident that they fit that description. The owners and managers of Catalyst - Downtown Fresno 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 - Downtown Fresno have tremendous experience and an established reputation operating businesses that are completely integrated with local neighborhoods. Accordingly, Catalyst - Downtown Fresno 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 - Downtown Fresno will contribute to the City through tax payments. As a community organization serving Fresno, we appreciate and commend Catalyst - Downtown Fresno’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 - Downtown Fresno 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 Mr Rib Bar-B-Que Family Inc. 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:Mr Rib Bar B Que Family Inc. Community Endorsement Letter for EEL - Fresno LLC, d.b.a. Catalyst - Downtown Fresno To whom it may concern: My name is Ned Mallory. I am the Administrative Consultant for Mr Rib Bar-B-Que Family Inc. Mr Rib Bar-B-Que Family Inc is a Corporation that gives back to the City of Fresno by providing servicing the community through feeding the unfortunate, bringing people of all nationality together and showing loving within the communities. Mr Rib Bar-B-Que Family Inc 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 EEL - Fresno LLC, d.b.a. Catalyst - Downtown Fresno (“Catalyst - Downtown Fresno”), I am confident that they fit that description. The owners and managers of Catalyst - Downtown Fresno 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 - Downtown Fresno have tremendous experience and an established reputation operating businesses that are completely integrated with local neighborhoods. Accordingly, Catalyst - Downtown Fresno 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 Mr Rib Bar-B-Que Family Inc. This is over and above what Catalyst - Downtown Fresno will contribute to the City through tax payments. As a community organization serving Fresno, we appreciate and commend Catalyst - Downtown Fresno’s community outreach and their commitment to the wellbeing of our local community. For these reasons, please accept this letter as Mr Rib Bar-B-Que Family Inc’s endorsement / recommendation that the City issue Catalyst - Downtown Fresno a commercial cannabis business license to operate a retail cannabis business in the City of Fresno. Warmest regards, Ned Mallory, Administrative Consultant, Mr Rib Bar-B-Que Family Inc. EEL - FRESNO LLC, D.B.A. CATALYST - DOWNTOWN FRESNO ATTN: TERANCE FRAZIER, OWNER / MEMBER & MANAGER 2141 TUOLUMNE STREET, #M, FRESNO, CA 93721 Page 1 of 3 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: Proof of Capitalization for EEL - Fresno LLC, d.b.a. Catalyst - Downtown Fresno Non-disclosable Under California Government Code § 6254 ________________ ________________ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved.Last Edited:12/3/2020 12:22 PM STNͲ27.22,Revised06Ͳ10Ͳ2019 Page 1 of 16 STANDARD INDUSTRIAL/COMMERCIAL SINGLEͲTENANT LEASE Ͳ NET (DO NOT USE THIS FORM FOR MULTIͲTENANT BUILDINGS) 1.Basic Provisions ("Basic Provisions"). 1.1 ParƟes.This Lease("Lease"), dated forreference purposes only December 1, 2020 ,ismade byand between EEL Holdings LLC ("Lessor")and EEL - Fresno LLC ("Lessee"), (collecƟvelythe"ParƟes," orindividually a"Party"). 1.2 Premises:That certain real property,including all improvements therein or to be provided by Lessor under the terms of this Lease,commonly known as (street address, city,state, zip):721 Broadway, Fresno, CA 93721 ("Premises"). ThePremises arelocated in theCounty of Fresno ,and are generally described as (describe brieŇy the nature of the property and ,if applicable,the "Project," ifthe propertyislocated withina Project):NA .(Seealso Paragraph 2) 1.3 Term:5 yearsand 0 months("Original Term")commencing upon the issuance of a Certificate of Occupancy to Lessee applicable to the Premises for the Agreed Use ("CommencementDate") andending five years (5) following the issuance of a Certificate of Occupancy to Lessee applicable to the Premises for the Agreed Use ("ExpiraƟon Date"). (See alsoParagraph3) 1.4 Early Possession:Ifthe Premises are available Lesseemay have nonͲexclusive possession ofthe Premisescommencing N/A ("EarlyPossession Date"). (Seealso Paragraphs 3.2 and 3.3) 1.5 Base Rent:per month("Base Rent"), payable on the 1st day ofeach monthcommencing upon the issuance of a Certificate of Occupancy for the Agreed Use . (See alsoParagraph 4) Ifthis boxis checked, there are provisions in thisLease fortheBase Rentto beadjusted. SeeParagraph . 1.6 Base Rent and Other Monies Paid Upon ExecuƟon: (a)Base Rent:for theperiod . (b)Security Deposit:("Security Deposit"). (Seealso Paragraph 5) (c)AssociaƟon Fees:forthe period . (d)Other:for as a deposit / consideration for the Lease Commencement Date occurring upon the issuance of a Certificate of Occupancy to Lessee applicable to the Premises for the Agreed Use . (e)Total Due Upon Execu Ɵon ofthis Lease:. 1.7 Agreed Use:Commercial Cannabis Activity falling under the category "Type 10 - Retailer" in Section 26050 of the California Business and Professions Code . (See alsoParagraph 6) 1.8 Insuring Party.Lessor is the"Insuring Party" unless otherwise stated herein. (Seealso Paragraph 8) 1.9 Real Estate Brokers.(Seealso Paragraph 15 and 25) (a)RepresentaƟon:Each Party acknowledges receiving aDisclosureRegarding Real Estate Agency RelaƟonship,conĮrms and consents to the following agencyrelaƟonships in this Leasewith the following real estatebrokers ("Broker(s)")and/or their agents ("Agent(s)"): Lessor’s Brokerage Firm N/A LicenseNo. Is thebroker of (checkone): the Lessor;or both theLesseeand Lessor(dual agent). Lessor’sAgent LicenseNo. is (check one): the Lessor’sAgent(salesperson orbroker associate);or both theLessee’sAgent and the Lessor’s Agent (dual agent). Lessee’s Brokerage Firm N/A LicenseNo. Is thebroker of (checkone): the Lessee;or both theLesseeand Lessor(dual agent). Lessee’sAgent LicenseNo. is(check one): theLessee’sAgent (salespersonor broker associate);or boththeLessee’s Agentand the Lessor’s Agent (dual agent). (b)Payment to Brokers.Upon execuƟon and delivery of this Leaseby both ParƟes,Lessor shallpay to the Brokers the brokerage fee agreed to in a separatewriƩen agreement (or ifthere is no such agreement,the sumof or % of the total Base Rent)for the brokerage services rendered by the Brokers. 1.10 Guarantor.TheobligaƟons oftheLessee under this Leaseare to beguaranteed by ("Guarantor"). (Seealso Paragraph 37) 1.11 AƩachments.AƩached hereto are the following,allof which consƟtute apart of this Lease: anAddendum consisƟng of Paragraphs 51 through ; aplot plandepicƟng the Premises; acurrent setof theRulesand RegulaƟons; aWorkLeƩer; other(specify): . 2.Premises. 2.1 Leƫng. Lessor herebyleases to Lessee,and Lesseehereby leases fromLessor,thePremises,for theterm,at the rental,and upon allof theterms, covenants and condiƟons set forth in this Lease. While the approximate square footage ofthe Premises mayhave been used in themarkeƟng ofthe Premises for purposes of comparison,the BaseRent stated herein is NOT Ɵed to square footage and is not subjectto adjustment should theactualsizebedetermined to be diīerent.NOTE:Lesseeisadvised toverify theactual sizeprior to execuƟng this Lease. Non-disclosable Under California Government Code § 6254 ________ ________ ________ ________ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited:12/3/2020 12:22 PM STNͲ27.22,Revised06Ͳ10Ͳ2019 Page 2 of 16 2.2 CondiƟon.Lessor shalldeliver thePremises to Lesseebroom clean andfree ofdebris on theCommencement Date or theEarly Possession Date,whichever Įrst occurs ("Start Date"),and,so long as the required service contracts described in Paragraph 7.1(b) below areobtained byLessee and in eīect within thirty days following the Start Date,warrants that the exisƟng electrical,plumbing,Įre sprinkler,lighƟng,heaƟng,venƟlaƟng and air condiƟoning systems ("HVAC"),loading doors,sump pumps,if any,and all other such elements in thePremises,other than those constructed byLessee,shallbe in good operaƟng condiƟon on said date, that the structural elements oftheroof,bearing walls and foundaƟon ofanybuildings on the Premises (the"Building") shallbe free ofmaterial defects,and that the Premises do not contain hazardous levels of anymold or fungi deĮned as toxic under applicable stateor federal law. IfanonͲcompliance with said warranty exists as ofthe Start Date,or ifone ofsuch systems or elements should malfuncƟon or fail within theappropriate warrantyperiod,Lessor shall,as Lessor's sole obligaƟon with respect to such maƩer,except as otherwise provided in this Lease,promptlyaŌer receipt ofwriƩen noƟcefrom Lessee seƫng forth with speciĮcitythe nature and extent of such nonͲcompliance,malfuncƟon or failure,recƟfy same at Lessor's expense. The warrantyperiods shallbeas follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements ofthe Building. IfLesseedoes notgive Lessor therequired noƟcewithin the appropriate warranty period,correcƟon ofany such nonͲcompliance,malfuncƟon or failure shallbe theobligaƟon of Lesseeat Lessee's solecost and expense. Lessor also warrants,that unless otherwise speciĮed in wriƟng,Lessor is unaware of (i)any recorded NoƟces of Default aīecƟng the Premise;(ii) anydelinquent amounts due under anyloan secured by thePremises; and (iii)any bankruptcy proceeding aīecƟng the Premises. 2.3 Compliance. Lessor warrants that to thebest ofits knowledge the improvements on the Premises comply with the building codes,applicable laws, covenants or restricƟons of record, regulaƟons, and ordinances (except the U.S.Controlled Substances Act)("Applicable Requirements") that were in eīect at the Ɵme that each improvement,or porƟon thereof,was constructed. Said warranty does not apply to theuse to which Lesseewill put the Premises,modiĮcaƟons which may be required by the Americans with DisabiliƟes Act or any similar laws as aresult ofLessee's use(seeParagraph 49),or to any AlteraƟons or UƟlityInstallaƟons (as deĮned in Paragraph 7.3(a)) madeor to bemade byLessee.NOTE:Lessee isresponsible for determining whether or not the ApplicableRequirements, and especially thezoning,are appropriatefor Lessee'sintended use,andacknowledgesthat past usesof the Premisesmay nolonger be allowed.Ifthe Premises do not comply with said warranty,Lessor shall,except as otherwise provided,promptly aŌer receipt of wriƩen noƟcefrom Lesseeseƫng forth with speciĮcitythe natureand extent ofsuch nonͲcompliance,recƟfy thesameat Lessor's expense. IfLessee does not giveLessor wriƩen noƟceof a nonͲcompliance with this warranty within 6months following the Start Date,correcƟon ofthat nonͲcomplianceshall betheobligaƟon ofLessee at Lessee's sole cost and expense. If the Applicable Requirements arehereaŌer changed so as to require during the termofthis Leasethe construcƟon ofan addiƟon to or an alteraƟon of the Premises and/or Building,theremediaƟon of anyHazardous Substance,or thereinforcement or other physical modiĮcaƟon ofthe Unit,Premises and/or Building ("Capital Expenditure"),Lessor and Lesseeshallallocate thecost ofsuch workas follows: (a) Subject to Paragraph 2.3(c)below,if such Capital Expenditures are required as aresult of thespeciĮcand unique use ofthe Premises byLessee as compared with uses by tenants in general,Lesseeshall befully responsible for the cost thereof,provided,however,that ifsuch Capital Expenditure is required during the last 2years ofthis Lease and the cost thereof exceeds 6months'BaseRent,Lesseemayinstead terminate this Leaseunless Lessor noƟĮes Lessee,in wriƟng, within 10 days aŌer receipt ofLessee's terminaƟon noƟce that Lessor has electedto pay the diīerencebetween the actual cost thereofand an amount equal to 6 months'Base Rent. IfLesseeelects terminaƟon,Lessee shallimmediately ceasetheuse ofthe Premises which requires such Capital Expenditure and deliver to Lessor wriƩen noƟce specifying aterminaƟon date at least 90 days thereaŌer. Such terminaƟon date shall,however,in no event be earlier than the last day that Lessee could legally uƟlizethe Premises without commencing such Capital Expenditure. (b) Ifsuch Capital Expenditure is not the result of thespeciĮcand unique use ofthe Premises byLessee (such as,governmentally mandated seismic modiĮcaƟons),then Lessor shall payfor such CapitalExpenditure and Lessee shall onlybe obligated to pay,each month during the remainder ofthe termof this Lease or any extension thereof,on thedate that on which the BaseRent is due,an amount equalto 1/144th of theporƟon of such costs reasonably aƩributable to the Premises. Lesseeshall payInterest on thebalance but may prepay its obligaƟon at any Ɵme. If,however,such Capital Expenditure is required during thelast 2years ofthis Leaseor ifLessor reasonably determines that it is not economically feasible to pay its sharethereof,Lessor shall have theopƟon to terminate this Lease upon 90 days prior wriƩen noƟceto Lessee unless Lessee noƟĮes Lessor,in wriƟng,within 10 days aŌer receipt of Lessor's terminaƟon noƟcethat Lessee willpay for such CapitalExpenditure. If Lessor does not elect to terminate,and fails to tender its share ofanysuch Capital Expenditure,Lessee mayadvance such funds and deduct same,with Interest,from Rent unƟlLessor's share of such costs have been fully paid. IfLesseeis unable to Įnance Lessor's share,or if thebalance oftheRent due and payable for the remainder ofthis Leaseis not suĸcient to fully reimburse Lesseeon an oīset basis,Lesseeshall have theright to terminate this Lease upon 30 days wriƩen noƟceto Lessor. (c) Notwithstanding the above,the provisions concerning Capital Expenditures are intended to applyonlyto nonͲvoluntary,unexpected,and new Applicable Requirements. If the Capital Expenditures areinstead triggered by Lesseeas aresult of an actualor proposed change in use,change in intensity ofuse,or modiĮcaƟon to thePremises then,and in that event,Lesseeshall either:(i)immediately ceasesuch changed use or intensityof useand/or take such other steps as maybe necessaryto eliminate the requirement fo r such Capital Expenditure,or (ii)complete such Capital Expenditure at its own expense. Lesseeshall not,however, have any right to terminate this Lease. 2.4 Acknowledgements.Lesseeacknowledges that: (a)it has been given an opportunity to inspect and measure the Premises,(b) it has been advised by Lessor and/or Brokers to saƟsfy itselfwith respect to thesize and condiƟon of thePremises (including but not limited to the electrical,HVAC and Įre sprinkler systems,security,environmental aspects,and compliance with Applicable Requirements and theAmericans with DisabiliƟes Act),and their suitability for Lessee's intended use,(c)Lessee has madesuch invesƟgaƟon as it deems necessary with reference to such maƩers and assumes allresponsibility therefor as the samerelate to its occupancy of the Premises,(d) it is not relying on anyrepresentaƟon as to thesizeofthePremises madebyBrokers or Lessor,(e)the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein,and (f) neither Lessor,Lessor's agents,nor Brokers have made anyoral or wriƩen representaƟons or warranƟes with respect to said maƩers other than as set forth in this Lease. In addiƟon,Lessor acknowledges that: (i)Brokers have made no representaƟons,promises or warranƟes concerning Lessee's abilityto honor theLease or suitability to occupy the Premises,and (ii)it is Lessor's sole responsibility to invesƟgate the Įnancial capability and/or suitability of allproposed tenants. 2.5 Lessee asPrior Owner/Occupant.ThewarranƟes made byLessor in Paragraph 2 shall be ofno force or eīect ifimmediately prior to the Start Date Lessee was the owner or occupant ofthe Premises. In such event,Lesseeshall beresponsible for anynecessary correcƟve work. 3.Term . 3.1 Ter m. The Commencement Date,ExpiraƟon Dateand OriginalTerm ofthis Lease areas speciĮed in Paragraph 1.3. 3.2 Early Possession. Any provision herein granƟng LesseeEarly Possession ofthe Premises is subject to and condiƟoned upon thePremises being available for such possession prior to theCommencement Date. Anygrant ofEarlyPossession onlyconveys anonͲexclusive right to occupy thePremises. IfLessee totally or parƟallyoccupies thePremises prior to the Commencement Date,theobligaƟon to pay Base Rent shall beabated for the period ofsuch Early Possession. Allother terms of this Lease (including but not limited to theobligaƟons to payReal PropertyTaxes and insurance premiums and to maintain thePremises) shallbe in eīect during such period. Anysuch Early Possession shall not aīect theExpiraƟon Date. 3.3 Delay In Possession.Lessor agrees to use its best commerciallyreasonable eīorts to deliver possession ofthe Premises to Lesseeby theCommencement Non-disclosable Under California Government Code § 6254 ________ ________ ________ ________ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited:12/3/2020 12:22 PM STNͲ27.22,Revised06Ͳ10Ͳ2019 Page 3 of 16 Date. If,despite said eīorts,Lessor is unable to deliver possession bysuch date,Lessor shallnot be subject to anyliabilitytherefor,nor shall such failure aīect the validityof this Lease or change the ExpiraƟon Date. Lessee shallnot,however,beobligated to pay Rent or perform its other obligaƟons unƟlLessor delivers possession of thePremises and anyperiod ofrent abatement that Lesseewould otherwise have enjoyed shallrun from thedate ofdelivery of possession and conƟnue for aperiod equalto what Lesseewould otherwise have enjoyed under the terms hereof,but minus any days of delaycaused by theacts or omissions of Lessee. Ifpossession is not delivered within 60 days aŌer theCommencement Date,as the samemay be extended under theterms of anyWork LeƩer executed by ParƟes,Lessee may,at its opƟon,by noƟcein wriƟng within 10 days aŌer theend ofsuch 60 dayperiod,cancel this Lease,in which event the ParƟes shallbe discharged from allobligaƟons hereunder. If such wriƩen noƟceis not received by Lessor within said 10 day period,Lessee's right to cancel shall terminate. If possession of thePremises is not delivered within 120 days aŌer theCommencement Date,this Lease shallterminate unless other agreements arereached between Lessor and Lessee,in wriƟng. 3.4 Lessee Compliance. Lessor shall not be required to tender possession ofthe Premises to LesseeunƟlLesseecomplies with its obligaƟon to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence,Lesseeshall be required to performallof its obligaƟons under this Lease from and aŌer the Start Date,including the payment ofRent,notwithstanding Lessor's elecƟon to withhold possessionpending receipt of such evidence of insurance. Further,ifLessee is required to perform anyother condiƟons prior to or concurrent with theStart Date,the Start Dateshall occur but Lessor mayelect to withhold possession unƟlsuch condiƟons are saƟsĮed. 4.Rent. 4.1 Rent DeĮned. Allmonetary obligaƟons ofLessee to Lessor under theterms ofthis Lease(exceptfor theSecurity Deposit)are deemed to be rent ("Rent"). 4.2 Payment. Lessee shallcause payment ofRent to be received byLessor in lawful money ofthe United States,without oīset or deducƟon (except as speciĮcallypermiƩed in this Lease),on or before the day on which it is due. Allmonetary amounts shallbe rounded to the nearest whole dollar. In theevent that any invoice prepared by Lessor is inaccurate such inaccuracy shall not consƟtute awaiver and Lesseeshall beobligated to pay the amount set fort h in this Lease. Rent for anyperiod during the termhereofwhich is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall bemade to Lessor at its address stated herein or to such other persons or place as LessormayfromƟmeto Ɵmedesignate in wriƟng. Acceptanceof a payment which is less than theamount then due shall not be awaiver ofLessor's rights to the balanceof such Rent,regardless ofLessor's endorsement of anycheck so staƟng. In theevent that anycheck,draŌ,or other instrument of payment given byLesseeto Lessor is dishonored for any reason,Lessee agrees to pay to Lessor the sum of$25 in addiƟon to anyLate Charge and Lessor,at its opƟon,may require allfuture Rent be paid bycashier's check. Payments will be applied Įrst to accrued late charges and aƩorney's fees,second to accrued interest,then to BaseRent,Insurance and Real PropertyTaxes,and anyremaining amount to any other outstanding charges or costs. 4.3 AssociaƟon Fees.In addiƟon to theBase Rent,Lessee shall pay to Lessor each month an amount equal to anyowner's associaƟon or condominium fees levied or assessed against thePremises. Said monies shallbe paid at the same Ɵme and in the samemanner as theBase Rent. 5.Security Deposit.Lesseeshall deposit with Lessor upon execuƟon hereof theSecurity Deposit assecurity for Lessee's faithful performance of its obligaƟons under this Lease. IfLesseefails to pay Rent,or otherwise Defaults under this Lease,Lessor mayuse,apply or retain allor anyporƟon ofsaid SecurityDeposit for the payment of anyamount alreadydue Lessor,for Rents which will beduein the future,and/or to reimburse or compensate Lessor for anyliability,expense,loss or damage which Lessor may suīer or incur byreason thereof. IfLessor uses or applies allor any porƟon of theSecurityDeposit,Lesseeshall within 10 days aŌer wriƩen request therefor deposit monies with Lessor suĸcient to restore said SecurityDeposit to the full amount required by this Lease. Ifthe BaseRent increases during the term of this Lease,Lessee shall,upon wriƩen request from Lessor,deposit addiƟonal monies with Lessor so that the totalamount of theSecurity Deposit shallat all Ɵmes bear thesame proporƟon to theincreased BaseRent as theiniƟal SecurityDeposit bore to the iniƟalBaseRent. Should theAgreed Usebeamended to accommodate amaterial changein the business of Lesseeor to accommodateasublesseeor assignee,Lessor shall have the right to increase theSecurity Deposit to the extent necessary,in Lessor's reasonable judgment,to account for anyincreased wear and tear that thePremises maysuīer as aresult thereof. Ifa change in controlof Lesseeoccurs during this Lease and following such change the Įnancial condiƟon ofLessee is,in Lessor's reasonable judgment,signiĮcantly reduced,Lessee shalldeposit such addiƟonal monies with Lessor as shall besuĸcient to cause the SecurityDeposit to be at acommercially reasonable levelbased on such change in Įnancial condiƟon. Lessor shallnot be required to keepthe SecurityDeposit separate fromits generalaccounts. Within 90 days aŌer the expiraƟon or terminaƟon of this Lease,Lessor shall return that porƟon ofthe SecurityDeposit not used or applied by Lessor. Lessor shall upon wriƩen request provide Lesseewith an accounƟng showing how that porƟon oftheSecurity Deposit that was not returned was applied. No part ofthe SecurityDeposit shallbeconsidered to be held in trust,to bear interest or to be prepayment for any monies to be paid byLessee under this Lease. THESECURITY DEPOSITSHALL NOTBEUSED BYLESSEE INLIEU OF PAYMENT O F THELAST MONTH'SRENT. 6.Use. 6.1 Use. Lessee shalluse andoccupythe Premisesonly fortheAgreed Use,or anyotherlegal use under State andlocal law whichis reasonably comparable thereto, and fornoother purpose (not considering except the U.S. Controlled Substances Act). Lessee shallnot useor permit theuse ofthe Premises in amanner that is unlawful,creates damage,wasteor a nuisance,or that disturbs occupants ofor causes damageto neighboring premises or properƟes. Other than guide,signal and seeing eyedogs,Lessee shallnotkeepor allow in the Premises anypets,animals,birds,Įsh,or repƟles. Lessor shall not unreasonably withhold or delay its consent to anywriƩen request for amodiĮcaƟon of theAgreed Use,so long as the samewill not impair the structural integrityof theimprovements on thepremises or the mechanical or electrical systems therein,and/or is not signiĮcantlymore burdensome to the Premises. IfLessor elects to withhold consent,Lessor shallwithin 7days aŌer such request givewriƩen noƟĮcaƟon ofsame,which noƟceshall include an explanaƟon ofLessor's objecƟons to the change in theAgreed Use. 6.2 Hazardous Substances. (a)Reportable UsesRequire Consent.Theterm"Hazardous Substance"as used in this Leaseshall mean anyproduct,substance,or waste whose presence,use,manufacture,disposal,transportaƟon,or release,either by itselfor in combinaƟon with other materials expected to be on the Premises,is either: (i) potenƟallyinjurious to the public health,safety or welfare,theenvironment or thePremises,(ii)regulated or monitored by anygovernmental authority,or (iii) abasis for potenƟal liabilityof Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include,but not be limited to,hydrocarbons,petroleum,gasoline,and/or crude oilor anyproducts,byͲproducts or fracƟons thereof. Lessee shallnot engagein any acƟvityin or on the Premises which consƟtutes aReportable Useof Hazardous Substances without theexpress prior wriƩen consent ofLessor and Ɵmely compliance (at Lessee's expense) with allApplicable Requirements. "Reportable Use"shallmean (i) theinstallaƟon or useofanyaboveor below ground storage tank,(ii) thegeneraƟon, possession,storage,use,transportaƟon,or disposalof aHazardous Substance that requires apermit from,or with respect to which areport,noƟce,registraƟon or business plan is required to be Įled with,any governmental authority,and/or (iii)the presence at the Premises of aHazardous Substance with respect to which any Applicable Requirements requires that anoƟcebe given to persons entering or occupying the Premisesor neighboring properƟes. Notwithstanding the foregoing, Lesseemay use any ordinary and customary materials reasonably required to be used in thenormal course of the Agreed Use,ordinary oĸcesupplies (copier toner, Non-disclosable Under California Government Code § 6254 ________________ ________________ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved.Last Edited:12/3/2020 12:22 PM STNͲ27.22,Revised06Ͳ10Ͳ2019 Page 4 of 16 liquid paper,glue,etc.) and common household cleaning materials,so long as such use is in compliancewith all Applicable Requirements,is not aReportableUse,and does not expose the Premises or neighboring property to anymeaningful riskofcontaminaƟon or damage or expose Lessor to any liabilitytherefor. In addiƟon, Lessor may condiƟon its consent to any Reportable Use upon receiving such addiƟonal assurances as Lessor reasonably deems necessary to protect itself,thepublic, the Premises and/or the environment against damage,contaminaƟon,injury and/or liability,including,but not limited to,theinstallaƟon (and removal on or before LeaseexpiraƟon or terminaƟon) ofprotecƟve modiĮcaƟons (such as concrete encasements) and/orincreasing the SecurityDeposit. (b)Duty to Inform Lessor.IfLesseeknows,or has reasonable cause to believe,that a Hazardous Substance has come to be located in,on,under or about the Premises,other than as previously consented to byLessor,Lesseeshallimmediately givewriƩen noƟceofsuch fact to Lessor,and provide Lessor with a copyof anyreport,noƟce,claimor other documentaƟon which it has concerning the presence of such Hazardous Substance. (c)LesseeRemediaƟon. Lessee shall not cause or permit anyHazardous Substance to be spilled or released in,on,under,or about thePremises (including through theplumbing or sanitary sewer system) and shallpromptly,at Lessee's expense, comply with allApplicable Requirements and take allinvesƟgatory and/or remedial acƟon reasonably recommended,whether or not formally ordered or required,for the cleanup of anycontaminaƟon of,and for themaintenance, security and/or monitoring of thePremises or neighboring properƟes,that was caused or materially contributed to byLessee,or pertaining to or involving any Hazardous Substance brought onto thePremises during theterm ofthis Lease,byor for Lessee,or anythird party. (d)LesseeIndemniĮcaƟon. Lessee shallindemnify,defend and hold Lessor,its agents,employees,lenders and ground lessor,ifany,harmless from and against any and all loss ofrents and/or damages,liabiliƟes,judgments,claims,expenses,penalƟes,and aƩorneys'and consultants'fees arising out ofor involving any Hazardous Substance brought onto thePremises by or for Lessee,or anythird party (provided,however,that Lesseeshall haveno liabilityunder this Leasewith respect to underground migraƟon ofanyHazardous Substance under thePremises from adjacent properƟes not caused or contributed to byLessee). Lessee's obligaƟons shall include,but not belimited to,the eīects of anycontaminaƟon or injury to person,property or theenvironment created or suīered byLessee,and the cost ofinvesƟgaƟon,removal,remediaƟon,restoraƟon and/or abatement,andshall survive the expiraƟon or terminaƟon ofthis Lease.No terminaƟon, cancellaƟon or releaseagreement entered intoby Lessor and Lesseeshall releaseLesseefrom itsobligaƟons under thisLease with respect toHazardous Substances,unless speciĮcally so agreed by Lessor in wriƟng at the Ɵmeof such agreement. (e)Lessor IndemniĮcaƟon.Except as otherwise provided in paragraph 8.7,Lessor and its successors and assigns shallindemnify,defend,reimburse and hold Lessee,its employees and lenders,harmless from and against any and allenvironmental damages,including thecost of remediaƟon,which result from Hazardous Substances which existed on thePremises prior to Lessee's occupancy or which are caused by the gross negligence or willful misconduct ofLessor,its agents or employees. Lessor's obligaƟons,as and when required by theApplicable Requirements,shall include,but not be limited to,thecost of invesƟgaƟon, removal,remediaƟon,restoraƟon and/or abatement,and shall survive the expiraƟon or terminaƟon ofthis Lease. (f)InvesƟgaƟons and RemediaƟons. Lessor shall retain theresponsibility and pay for anyinvesƟgaƟons or remediaƟon measures required by governmental enƟƟes having jurisdicƟon with respect to theexistence ofHazardous Substances on the Premises prior to Lessee's occupancy,unless such remediaƟon measureis required as aresult of Lessee's use (including "AlteraƟons",as deĮned in paragraph 7.3(a) below)ofthe Premises,in which event Lessee shallbe responsible for such payment. Lesseeshall cooperate fully in any such acƟviƟes at therequest ofLessor,including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable Ɵmes in order to carry out Lessor's invesƟgaƟve and remedial responsibiliƟes. (g)Lessor Termina Ɵon OpƟon.IfaHazardous Substance CondiƟon (see Paragraph 9.1(e))occurs during the termofthis Lease,unless Lesseeis legally responsible therefor (in which caseLesseeshall makethe invesƟgaƟon and remediaƟon thereofrequired by the Applicable Requirements and this Lease shallconƟnue in full force and eīect,but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13),Lessor may,at Lessor's opƟon,either (i)invesƟgate and remediate such Hazardous Substance CondiƟon,if required,as soon as reasonably possible at Lessor's expense,in which event this Leaseshall conƟnue in full force and eīect,or (ii)if the esƟmated cost to remediate such condiƟon exceeds 12 Ɵmes the then monthlyBase Rent or ,whichever is greater,give wriƩen noƟceto Lessee,within 30 days aŌer receipt byLessor of knowledge of theoccurrence ofsuch Hazardous Substance CondiƟon, ofLessor's desire to terminate this Leaseas ofthe date 60 days following thedate ofsuch noƟce. In theevent Lessor elects to givea terminaƟon noƟce,Lessee may,within 10 days thereaŌer,givewriƩen noƟceto Lessor of Lessee's commitment to pay the amount by which the cost of theremediaƟon of such Hazardous SubstanceCondiƟon exceeds an amount equal to 12 Ɵmes the then monthlyBase Rent or $100,000,whichever is greater. Lesseeshall provide Lessor with said funds or saƟsfactory assurance thereof within 30 days following such commitment. In such event,this Lease shallconƟnue in full force and eīect,and Lessor shallproceed to makesuch remediaƟon as soon as reasonably possible aŌer the required funds are available. If Lesseedoes not give such noƟceand provide the required fundsor assurance thereof within the Ɵme provided,this Leaseshall terminate as ofthe datespeciĮed in Lessor's noƟce ofterminaƟon. 6.3 Lessee's Compliancewith ApplicableRequirements.Except as otherwise provided in this Lease,Lesseeshall,at Lessee's sole expense,fully,diligently and in a Ɵmelymanner,materiallycomplywith allApplicable Requirements,the requirements ofany applicable Įre insurance underwriter or raƟng bureau,and the recommendaƟons of Lessor's engineers and/or consultants which relate in anymanner to thePremises,without regard to whether said Applicable Requirements are now in eīect or become eīecƟveaŌer theStart Date. Lesseeshall,within 10 days aŌer receipt of Lessor's wriƩen request,provide Lessor with copies ofall permits and other documents,and other informaƟon evidencing Lessee's compliance with any Applicable Requirements speciĮed byLessor,and shallimmediately upon receipt,noƟfy Lessor in wriƟng (with copies ofany documents involved) ofanythreatened or actual claim,noƟce,citaƟon,warning,complaint or report pertaining to or involving thefailure ofLesseeor thePremises to comply with anyApplicable Requirements. Likewise,Lesseeshall immediatelygive wriƩen noƟceto Lessor of: (i) anywater damage to thePremises and anysuspected seepage,pooling,dampness or other condiƟon conducive to theproducƟon ofmold; or (ii)any musƟness or other odors that might indicate thepresence ofmold in the Premises. In addiƟon,Lessee shallprovide copies ofall relevant materialsafety datasheets (MSDS)to Lessor within 10 days ofthereceipt ofa wriƩen request therefor. In addiƟon,Lessee shallprovideLessor with copies ofits business license,cerƟĮcate ofoccupancy and/or any similar document within 10 days ofthe receipt of awriƩen request therefor. 6.4 InspecƟon;Compliance.Lessor and Lessor's "Lender"(as deĮned in Paragraph 30)and consultants authorized byLessor shall have the right to enter into Premises at any Ɵme,in thecase ofan emergency,and otherwise at reasonable Ɵmes aŌer reasonable noƟce,fo r thepurpose ofinspecƟng and/or tesƟng the condiƟon of thePremises and/or for verifying compliance by Lesseewith this Lease. Thecost ofanysuch inspecƟons shall bepaid by Lessor,unless aviolaƟon of Applicable Requirements,or a Hazardous Substance CondiƟon (seeparagraph 9.1)is found to exist or be imminent,or the inspecƟon is requested or ordered bya governmentalauthority. In such case,Lessee shallupon request reimburse Lessor for the cost of such inspecƟon,so long as such inspecƟon is reasonablyrelated to the violaƟon or contaminaƟon. In addiƟon,Lesseeshall provide copies ofallrelevant material safety data sheets (MSDS)to Lessor within 10 days ofthe receipt of a wriƩen request therefor. Lesseeacknowledges that anyfailure on its part to allow such inspecƟonsor tesƟng will expose Lessor to risks and potenƟallycause Lessor to incur costs not contemplated bythis Lease,the extent of which willbe extremelydiĸcult to ascertain. Accordingly,should theLesseefail to allow such inspecƟons and/or tesƟng in a Ɵmelyfashion the BaseRent shallbe automaƟcally increased,without anyrequirement for noƟce to Lessee,by an amount equal to 10% ofthe then exisƟng BaseRent or $100,whichever is greater for the remainder to the Lease. TheParƟes agree that such increase in BaseRent represents fair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor willincur byreason ofLessee's failure to allow such inspecƟon and/or tesƟng. Such increase in BaseRent shall in no event consƟtute awaiver of Lessee's Default or Breach with respect to such failure nor prevent the exerciseof anyofthe other rights and remedies granted hereunder. Non-disclosable Under California Government Code § 6254 ________ ________ ________ ________ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited:12/3/2020 12:22 PM STNͲ27.22,Revised06Ͳ10Ͳ2019 Page 5 of 16 7.Maintenance;Repairs;UƟlity InstallaƟons;Trade Fixturesand AlteraƟons. 7.1 Lessee's ObligaƟons. (a)In General.Subject to the provisions of Paragraph 2.2 (CondiƟon),2.3(Compliance),6.3(Lessee's Compliance with Applicable Requirements),7.2 (Lessor's ObligaƟons),9(Damageor DestrucƟon),and 14 (CondemnaƟon),Lesseeshall,at Lessee's sole expense,keep thePremises,UƟlity InstallaƟons (intended for Lessee's exclusive use,no maƩer wherelocated),and AlteraƟons in good order,condiƟon and repair (whether or not the porƟon of thePremises requiring repairs,or the means ofrepairing thesame,are reasonably or readily accessible to Lessee,and whether or nottheneed for such repairs occurs as aresult ofLessee's use,any prior use,theelements or theage ofsuch porƟon of thePremises),including,but not limited to,all equipment or faciliƟes,such as plumbing,HVAC equipment, electrical,lighƟng faciliƟes,boilers,pressure vessels,Įre protecƟon system,Įxtures,walls (interior and exterior),foundaƟons,ceilings,roofs,roof drainage systems, Ňoors,windows,doors,plate glass,skylights,landscaping,driveways,parking lots,fences,retaining walls,signs,sidewalks and parkways located in,on,or adjacent to the Premises. Lessee,in keeping the Premises in good order,condiƟon and repair,shallexerciseand perform good maintenance pracƟces,speciĮcallyincluding the procurement and maintenance of the servicecontracts required by Paragraph 7.1(b) below. Lessee's obligaƟons shall include restoraƟons,replacements or renewals when necessary to keep the Premises and allimprovements thereon or apart thereof in good order,condiƟon and stateof repair. Lessee shall,during theterm ofthis Lease,keep theexterior appearance ofthe Building in a ĮrstͲclass condiƟon (including,e.g. graĸƟ removal) consistent with the exterior appearance ofother similar faciliƟes of comparable age and sizein thevicinity,including,when necessary,theexterior repainƟng of the Building. (b)ServiceContracts. Lessee shall,at Lessee's soleexpense,procure and maintain contracts,with copies to Lessor,in customary formand substance for, and with contractors specializing and experienced in themaintenance ofthe following equipment and improvements,if any,ifand when installed on thePremises: (i) HVAC equipment,(ii)boiler,and pressure vessels,(iii)Įre exƟnguishing systems,including Įre alarm and/or smoke detecƟon,(iv)landscaping and irrigaƟon systems, (v)roof covering and drains,and (vi) clariĮers. However,Lessor reserves the right,upon noƟce to Lessee,to procure and maintain anyor allof such service contracts, and Lesseeshall reimburse Lessor,upon demand,for thecost thereof. (c)Failureto Perform. IfLesseefails to perform Lessee's obligaƟons under this Paragraph 7.1,Lessor mayenter upon thePremises aŌer 10 days'prior wriƩen noƟce to Lessee (except in the caseof an emergency,in which case no noƟce shallberequired),performsuch obligaƟons on Lessee's behalf,and put the Premises in good order,condiƟon and repair,and Lessee shallpromptly payto Lessor asumequalto 115% ofthe cost thereof. (d)Replacement.Subject to Lessee's indemniĮcaƟon of Lessor as set forth in Paragraph 8.7 below,and without relieving Lessee ofliability resulƟng from Lessee's failure to exercise and performgood maintenance pracƟces,ifan itemdescribed in Paragraph 7.1(b) cannot be repaired other than at acost which is in excess of50% ofthe cost ofreplacing such item,then such itemshallbe replaced by Lessor,and the cost thereof shallbe prorated between the ParƟes and Lesseeshallonly beobligated to pay,each month during theremainder ofthe termofthis Lease,on thedateon which Base Rent is due,an amount equalto theproduct of mulƟplying the cost ofsuch replacement by a fracƟon,the numerator of which is one,and the denominator ofwhich is 144 (ie.1/144th of thecost per month). Lessee shall pay Interest on the unamorƟzed balance but may prepay its obligaƟon at any Ɵme. 7.2 Lessor's ObligaƟons. Subject to theprovisions of Paragraphs 2.2 (CondiƟon),2.3(Compliance),9(Damageor DestrucƟon) and 14 (CondemnaƟon),it is intended by the ParƟes hereto that Lessor haveno obligaƟon,in anymanner whatsoever,to repair and maintain the Premises,or theequipment therein,allof which obligaƟons are intended to be that of theLessee. It is theintenƟon ofthe ParƟes that the termsof this Leasegovern therespecƟve obligaƟons of theParƟes as to maintenance and repair of thePremises. 7.3 UƟlity InstallaƟons;Trade Fixtures;AlteraƟons. (a)DeĮniƟons.Theterm"UƟlity InstallaƟons"refers to all Ňoor and window coverings,air and/or vacuumlines,power panels,electrical distribuƟon, security and Įre protecƟon systems,communicaƟon cabling,lighƟng Įxtures,HVAC equipment,plumbing,and fencing in or on thePremises. The term"Trade Fixtures"shallmean Lessee's machinery and equipment that can be removed without doing material damageto thePremises. Theterm "AlteraƟons"shallmean any modiĮcaƟon of theimprovements,other than UƟlity InstallaƟons or Trade Fixtures ,whether byaddiƟon or deleƟon. "LesseeOwned AlteraƟons and/or UƟlity InstallaƟons"aredeĮned as AlteraƟons and/or UƟlity InstallaƟons made byLessee that arenot yet owned byLessor pursuant to Paragraph 7.4(a). (b)Consent. Lesseeshall not makeany AlteraƟons or UƟlityInstallaƟons to thePremises withoutLessor's prior wriƩen consent. Lessee may,however, makenonͲstructural AlteraƟons or UƟlityInstallaƟons to theinterior ofthe Premises (excluding the roof)without such consent but upon noƟce to Lessor,as long as theyare not visible from the outside,do not involve puncturing,relocaƟng or removing theroof or anyexisƟng walls,will not aīect the electrical,plumbing,HVAC, and/or life safety systems,do not trigger therequirement for addiƟonal modiĮcaƟons and/or improvements to the Premises resulƟng from Applicable Requirements, such as compliance with Title24,and thecumulaƟve cost thereof during this Lease as extended doesnot exceed asum equal to 3month's Base Rent in theaggregate or a sum equal to onemonth's BaseRent in any oneyear. Notwithstanding the foregoing,Lesseeshall not make or permit any roofpenetraƟons and/or install anything on theroof without theprior wriƩen approval ofLessor. Lessor may,as aprecondiƟon togranƟng such approval,require Lesseeto uƟlize a contractor chosen and/or approved by Lessor. Any AlteraƟons or UƟlityInstallaƟons that Lesseeshall desire to makeand which require the consent ofthe Lessor shall be presented to Lessor in wriƩen form with detailed plans. Consent shallbedeemed condiƟoned upon Lessee's: (i) acquiring all applicable governmentalpermits,(ii) furnishing Lessor with copies ofboth the permits and theplans and speciĮcaƟons prior to commencement ofthework,and (iii) compliance with all condiƟons of said permits and other Applicable Requirements in aprompt and expediƟous manner. AnyAlteraƟons or UƟlity InstallaƟons shallbe performed in aworkmanlikemanner with good and suĸcient materials. Lessee shallpromptly upon compleƟon furnish Lessor with asͲbuilt plans and speciĮcaƟons. For work which costs an amount in excess of onemonth's BaseRent,Lessor may condiƟon its consent upon Lesseeproviding alien and compleƟon bond in an amount equal to 150%of theesƟmated cost of such AlteraƟon or UƟlityInstallaƟon and/or upon Lessee's posƟng an addiƟonal Security Deposit with Lessor. (c)Liens;Bonds. Lessee shallpay,when due,all claims for labor or materials furnished or alleged to have been furnished to or for Lesseeat or for useon the Premises,which claims areor may besecured byany mechanic's or materialmen's lien against thePremises or anyinterest therein. Lessee shallgive Lessor not less than 10 days noƟceprior to thecommencement ofany workin,on or about thePremises,and Lessor shall have theright to post noƟces of nonͲresponsibility. If Lesseeshall contest the validityofany such lien,claimor demand,then Lessee shall,at its soleexpense defend and protect itself,Lessor and the Premises against the sameand shallpay and saƟsfy any such adverse judgment that maybe rendered thereon before theenforcement thereof. If Lessor shallrequire,Lesseeshall furnish asuretybond in an amount equal to 150% ofthe amount ofsuch contested lien,claimor demand,indemnifying Lessor against liabilityfor thesame. If Lessor elects to parƟcipate in any such acƟon,Lessee shallpay Lessor's aƩorneys'fees andcosts. 7.4 Ownership;Removal;Surrender;and RestoraƟon. (a)Ownership. Subject to Lessor's right to require removal or elect ownership as hereinaŌer provided,allAlteraƟons and UƟlityInstallaƟons madeby Lesseeshall bethe property ofLessee,but considered apart ofthePremises. Lessor may,at any Ɵme,elect in wriƟng to be the owner of allor any speciĮed part of the Lessee Owned AlteraƟons and UƟlityInstallaƟons. Unless otherwise instructed per paragraph 7.4(b) hereof,all LesseeOwned AlteraƟons and UƟlity InstallaƟons shall,at theexpiraƟon or terminaƟon of this Lease,become the property ofLessor and be surrendered byLessee with the Premises. (b)Removal. Bydelivery to Lesseeof wriƩen noƟce from Lessor not earlier than 90 and not later than 30 days prior to the end of thetermof this Lease, Lessor may require that anyor all LesseeOwned AlteraƟons or UƟlityInstallaƟons be removed by the expiraƟon or terminaƟon of this Lease. Lessor may require the removal at any Ɵme ofallor anypart ofany LesseeOwned AlteraƟons or UƟlity InstallaƟons madewithout the required consent. Non-disclosable Under California Government Code § 6254 ________________ ________________ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved.Last Edited:12/3/2020 12:22 PM STNͲ27.22,Revised06Ͳ10Ͳ2019 Page 6 of 16 (c)Surrender;RestoraƟon. Lessee shallsurrender the Premises by the ExpiraƟon Date or any earlier terminaƟon date,with all ofthe improvements, parts and surfaces thereof broom clean and free of debris,and in good operaƟng order,condiƟon and state of repair,ordinary wear and tear excepted. "Ordinary wear and tear"shall not include any damage or deterioraƟon that would havebeen prevented by good maintenance pracƟce. Notwithstanding theforegoing and the provisions of Paragraph 7.1(a),iftheLessee occupies the Premises fo r 12 months or less,then Lesseeshallsurrender thePremises in thesame condiƟon as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damageoccasioned bytheinstallaƟon,maintenance or removal of Trade Fixtures ,Lesseeowned AlteraƟons and/or UƟlity InstallaƟons,furnishings,and equipment as wellas theremoval ofanystorage tankinstalled byor for Lessee. Lesseeshall also remove from the Premises anyand allHazardous Substances brought onto thePremises byor for Lessee,or anythird party (except Hazardous Substances which weredeposited viaunderground migraƟon fromareas outside of the Premises)to thelevel speciĮed in Applicable Requirements. TradeFixtures shallremain thepropertyofLesseeand shallbe removed by Lessee. Any personalproperty ofLesseenot removed on or before the ExpiraƟon Date or any earlier terminaƟon date shallbe deemed to have been abandoned byLessee and maybe disposed of or retained by Lessor as Lessor maydesire. The failureby Lesseeto Ɵmelyvacate thePremises pursuant to this Paragraph 7.4(c) without the express wriƩen consent ofLessor shallconsƟtute a holdover under theprovisions of Paragraph 26 below. 8.Insurance;Indemnity. 8.1 Payment For Insurance. Lessee shallpayfor allinsurance required under Paragraph 8except to theextent ofthe cost aƩributable to liabilityinsurance carried by Lessor under Paragraph 8.2(b) in excess of per occurrence. Premiums for policy periods commencing prior to or extending beyond the Lease term shall be prorated to correspond to theLease term. Payment shallbe madeby Lesseeto Lessor within 10 days following receipt ofan invoice. 8.2 Liability Insurance. (a)Carried by Lessee. Lesseeshall obtain and keepin force a Commercial General Liability policy of insurance protecƟng Lessee and Lessor as an addiƟonal insured against claims for bodily injury,personal injury and property damage based upon or arising out ofthe ownership,use,occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall beon an occurrence basis providing singlelimit coverage in an amount not less than per occurrence with an annual aggregate of not less than . Lesseeshall add Lessor as an addiƟonal insured by means ofan endorsement at least as broad as the Insurance Service OrganizaƟon's "AddiƟonal InsuredͲManagers or Lessors ofPremises"Endorsement. The policyshall not contain any intraͲinsured exclusions as between insured persons or organizaƟons,but shallinclude coverage for liabilityassumed under this Lease as an "insured contract"for theperformance of Lessee's indemnity obligaƟons under this Lease. The limits of said insurance shallnot,however,limit theliabilityofLesseenor relieve Lesseeofany obligaƟon hereunder. Lesseeshall provide an endorsement on its liabilitypolicy(ies) which provides that its insurance shall be primaryto and not contributory with anysimilar insurance carried by Lessor,whose insurance shallbe considered excess insurance only. (b)Carried by Lessor. Lessor shallmaintain liabilityinsurance as described in Paragraph 8.2(a),in addiƟon to,and not in lieu of,the insurance required to bemaintained by Lessee. Lessee shall not be named as an addiƟonalinsured therein. 8.3 Property Insurance Ͳ Building,Improvements and Rental Value . (a)Building and Improvements.TheInsuring Party shall obtain and keep in force a policy or policies in thename ofLessor,with loss payable to Lessor, anygroundͲlessor,and to anyLender insuring loss or damage to thePremises. Theamount ofsuch insurance shallbe equalto the full insurable replacement cost of the Premises,as the sameshallexist from Ɵme to Ɵme,or theamount required by anyLender,butin no event morethan thecommercially reasonable and available insurable value thereof. LesseeOwned AlteraƟons and UƟlity InstallaƟons,Trade Fixtures ,and Lessee's personal property shall be insured byLessee not byLessor. If the coverage is available and commerciallyappropriate,such policy or policies shallinsure againstallrisks ofdirect physical loss or damage (except the perils of Ňood and/or earthquake unless required byaLender),including coverage for debris removal and the enforcement of anyApplicable Requirements requiring the upgrading, demoliƟon,reconstrucƟon or replacement ofanyporƟon ofthe Premises as the result of acovered loss. Said policyor policies shallalso contain an agreed valuaƟon provision in lieu of anycoinsurance clause,waiver of subrogaƟon,and inŇaƟon guard protecƟon causing an increase in the annual property insurance coverage amount by afactor ofnot less than the adjusted U.S. Department ofLabor Consumer Price Index for All Urban Consumers for thecity nearest to where the Premises are located. If such insurance coverage has adeducƟble clause,thededucƟble amount shallnot exceed per occurrence,and Lessee shallbe liable for such deducƟble amount in the event ofan Insured Loss. (b)Rental Value.TheInsuring Party shall obtai n and keep in force a policy or policies in thename ofLessor with loss payable to Lessor and anyLender, insuring the loss of thefullRent for one year with an extended period ofindemnity for an addiƟonal 180 days ("RentalValueinsurance"). Said insurance shall contain an agreed valuaƟon provision in lieu of anycoinsurance clause,and theamount of coverage shall beadjusted annually to reŇect theprojected Rent otherwise payable byLessee,for the next 12 month period. Lesseeshall beliablefor anydeducƟble amount in the event of such loss. (c)Adjacent Premises.IfthePremises are part of alarger building,or of agroup ofbuildings owned byLessor which areadjacent to the Premises,the Lesseeshall pay for anyincrease in thepremiums for the property insurance of such building or buildings if said increase is caused by Lessee's acts,omissions,use or occupancy of the Premises. 8.4 Lessee's Property;Business InterrupƟon Insurance;Worker'sCompensaƟon Insurance. (a)Property Damage. Lesseeshallobtain and maintain insurance coverage on allof Lessee's personal property,Trade Fixtures ,and Lessee Owned AlteraƟons and UƟlityInstallaƟons. Such insurance shallbe fullreplacement cost coverage with adeducƟble ofnot to exceed $1,000 per occurrence. Theproceeds fromany such insurance shallbe used byLessee for the replacement ofpersonal property,Trade Fixture s and Lessee Owned AlteraƟons and UƟlityInstallaƟons. (b)BusinessInterrupƟon. Lessee shallobtain and maintain loss ofincomeand extraexpense insurancein amounts as will reimburse Lessee for direct or indirect loss ofearnings aƩributable to all perils commonly insured against by prudent lessees in the business ofLessee or aƩributable to prevenƟon of access to the Premises as aresult ofsuch perils. (c)Worker's CompensaƟon Insurance. Lesseeshallobtain andmaintain Worker's CompensaƟon Insurance in such amount as mayberequired by Applicable Requirements. Such policy shall include a'Waiver ofSubrogaƟon'endorsement. Lessee shallprovide Lessor with acopyofsuch endorsement along with the cerƟĮcate of insurance or copyof thepolicy required by paragraph 8.5. (d)NoRepresentaƟon of Adequate Coverage. Lessor makes no representaƟon that the limits or formsof coverageofinsurance speciĮed herein are adequate to cover Lessee's property,business operaƟons or obligaƟons under this Lease. 8.5 Insurance Policies. Insurance required herein shallbe bycompanies maintaining during the policyterm a"GeneralPolicyholders RaƟng"of at least AͲ,VII, as set forth in themost current issue of "Best's Insurance Guide",or such other raƟng as maybe required by aLender. Lesseeshall not do or permit to bedone anything which invalidates the required insurance policies. Lessee shall,prior to theStart Date,deliver to Lessor cerƟĮed copies of policies ofsuch insurance or cerƟĮcates with copies of therequired endorsements evidencing the existence and amounts ofthe required insurance. No such policyshall becancelable or subject to modiĮcaƟon except aŌer 30 days prior wriƩen noƟce to Lessor. Lesseeshall,at least 10 days prior to the expiraƟon ofsuch policies,furnish Lessor with evidence of renewals or "insurance binders"evidencing renewal thereof,or Lessor mayincrease his liabilityinsurance coverage and chargethecost thereofto Lessee,which amount shall bepayable byLesseeto Lessor upon demand. Such policies shall befor atermofat least oneyear,or thelength ofthe remaining term of this Lease, whichever is less. Ifeither Party shallfail to procure and maintain the insurance required to be carried by it,theother Party may,but shallnot berequired to,procure Non-disclosable Under California Government Code § 6254 ________ ________ ________ ________ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited:12/3/2020 12:22 PM STNͲ27.22,Revised06Ͳ10Ͳ2019 Page 7 of 16 and maintain thesame. 8.6 Waiver of SubrogaƟon.Without aīecƟng anyother rights or remedies,Lesseeand Lessor each hereby release and relieve the other,and waive their enƟre right to recover damages against theother,fo r loss ofor damage to its property arising out ofor incident to theperils required to be insured against herein. The eīect of such releases and waivers is not limited bythe amount ofinsurance carried or required,or by anydeducƟbles applicable hereto. The ParƟes agree to have their respecƟve property damage insurance carriers waive any right to subrogaƟon that such companies mayhave against Lessor or Lessee,as thecasemaybe,so long as theinsurance is not invalidated thereby. 8.7 Indemnity.Except for Lessor's gross negligence or willfulmisconduct,Lessee shallindemnify,protect,defend and hold harmless thePremises,Lessor and its agents,Lessor's master or ground lessor,partners and Lenders,from and against any and all claims,loss of rents and/or damages,liens,judgments,penalƟes, aƩorneys'and consultants'fees,expenses and/or liabiliƟes arising out of,involving,or in connecƟon with,aBreach ofthe Leaseby Lesseeand/or the useand/or occupancy of the Premises and/or Project by Lesseeand/or byLessee's employees,contractors or invitees. IfanyacƟon or proceeding is brought against Lessor by reason of anyof theforegoing maƩers,Lessee shall upon noƟce defend thesame at Lessee's expensebycounsel reasonably saƟsfactory to Lessor and Lessor shall cooperate with Lesseein such defense. Lessor need not have Įrst paid any such claim in order to bedefended or indemniĮed. 8.8 ExempƟon of Lessor and its Agentsfrom Liability. Notwithstanding thenegligence or breach of this Leaseby Lessor or its agents,neither Lessor nor its agents shall be liable under anycircumstances for:(i) injury or damage to the person or goods,wares,merchandise or other property ofLessee,Lessee's employees, contractors,invitees,customers,or anyother person in or about the Premises,whether such damageor injury is caused byor results from Įre,steam,electricity,gas, water or rain,indoor air quality,the presence of mold or fromthebreakage,leakage,obstrucƟon or other defects ofpipes,Įre sprinklers,wires,appliances,plumbing, HVAC or lighƟng Įxtures,or from any other cause,whether the said injury or damage results from condiƟons arising upon the Premises or upon other porƟons ofthe building of which the Premises area part,or fromother sources or places,(ii)any damages arising from anyact or neglect of anyother tenant of Lessor or from the failureof Lessor or its agents to enforcethe provisions of anyother lease in the Project,or (iii) injury to Lessee's business or for any loss of incomeor proĮt therefrom. Instead,it is intended that Lessee's sole recourse in theevent ofsuch damages or injury beto Įle aclaim on theinsurance policy(ies)that Lesseeis required to maintain pursuant to the provisions ofparagraph 8. 8.9 Failure toProvide Insurance. Lesseeacknowledges that anyfailure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potenƟallycause Lessor to incur costs not contemplated by this Lease,the extent of which willbe extremelydiĸcult to ascertain. Accordingly,for anymonth or porƟon thereof that Lesseedoes not maintain the required insurance and/or does not provide Lessor with the required binders or cerƟĮcates evidencing the existence of the required insurance,the Base Rent shall beautomaƟcally increased,without any requirement for noƟce to Lessee,byan amount equalto 10%of the then exisƟng BaseRent or $100,whichever is greater. The parƟes agree that such increase in BaseRent represents fair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor willincur by reason of Lessee's failure to maintain the required insurance. Such increase in Base Rent shallin no event consƟtute a waiver of Lessee's Default or Breach with respect to thefailure to maintain such insurance,prevent theexerciseof anyof theother rights and remedies granted hereunder,nor relieveLessee ofits obligaƟon to maintain theinsurance speciĮed in this Lease. 9.Damageor DestrucƟon. 9.1 DeĮniƟons. (a) "Premises ParƟal Damage"shallmean damage or destrucƟon to the improvements on the Premises,other than LesseeOwned AlteraƟons and UƟlity InstallaƟons,which can reasonably berepaired in 6months or less from thedate ofthe damageor destrucƟon. Lessor shallnoƟfyLessee in wriƟng within 30 days fromthe dateof thedamageor destrucƟon as to whether or not the damage is ParƟalor Total. (b) "PremisesTotal DestrucƟon"shallmean damage or destrucƟon to thePremises,other than Lessee Owned AlteraƟons and UƟlityInstallaƟons and Trade Fixtures ,which cannot reasonablyberepaired in 6months or less fromthe dateof thedamageor destrucƟon. Lessor shallnoƟfy Lesseein wriƟng within 30 days from thedate ofthedamage or destrucƟon as to whether or not thedamage is ParƟal or Total. (c) "Insured Loss"shallmean damage or destrucƟon to improvements on the Premises,other than LesseeOwned AlteraƟons and UƟlity InstallaƟons and Trade Fixtures ,which was caused byan event required to be covered bythe insurance described in Paragraph 8.3(a),irrespecƟve of anydeducƟble amounts or coveragelimits involved. (d) "Replacement Cost"shallmean thecost to repair or rebuild theimprovements owned by Lessor at the Ɵmeof theoccurrence to their condiƟon exisƟng immediately prior thereto,including demoliƟon,debris removal and upgrading required bythe operaƟon ofApplicable Requirements,and without deducƟon for depreciaƟon. (e) "Hazardous SubstanceCondiƟon"shallmean the occurrence or discovery ofa condiƟon involving thepresence of,or acontaminaƟon by,a Hazardous Substance,in,on,or under the Premises which requires restoraƟon. 9.2 ParƟal Damage Ͳ Insured Loss.IfaPremises ParƟal Damage that is an Insured Loss occurs,then Lessor shall,at Lessor's expense,repair such damage (but not Lessee's Trade Fixture s or LesseeOwned AlteraƟons and UƟlityInstallaƟons) as soon as reasonably possible and this Lease shallconƟnue in full force and eīect; provided,however,that Lessee shall,at Lessor's elecƟon,make therepair ofanydamage or destrucƟon thetotalcost to repair ofwhich is $10,000 or less,and,in such event,Lessor shallmake anyapplicable insurance proceeds available to Lessee on areasonable basis for that purpose. Notwithstanding the foregoing,ifthe required insurance was not in force or the insurance proceeds arenot suĸcient to eīect such repair,theInsuring Party shallpromptly contribute the shortage in proceeds (except as to the deducƟble which is Lessee's responsibility) as and when required to complete said repairs. In the event,however,such shortage was due to thefact that,by reason of the unique nature ofthe improvements,full replacement cost insurance coveragewas not commercially reasonable and available,Lessor shallhave no obligaƟon to pay for theshortage in insurance proceeds or to fully restore the unique aspects ofthe Premises unless Lesseeprovides Lessor with the funds to cover same,or adequate assurance thereof,within 10 days following receipt of wriƩen noƟceof such shortage and request therefor. If Lessor receives said funds or adequate assurance thereofwithin said 10 day period,the partyresponsible for making the repairs shall complete them as soon as reasonably possible and this Lease shallremain in full force and eīect. If such funds or assurance are not received,Lessor maynevertheless elect by wriƩen noƟceto Lesseewithin 10 days thereaŌer to: (i) make such restoraƟon and repair as is commercially reasonable with Lessor paying any shortage in proceeds,in which case this Lease shallremain in full force and eīect,or (ii) havethis Lease terminate 30 days thereaŌer. Lessee shall not be enƟtled to reimbursement ofany funds contributed by Lesseeto repair any such damage or destrucƟon. Premises ParƟalDamage due to Ňood or earthquake shall be subject to Paragraph 9.3,notwithstanding that there maybesome insurance coverage,but thenet proceeds ofany such insurance shall be made available for therepairs ifmadebyeither Party. 9.3 ParƟal Damage Ͳ Uninsured Loss.IfaPremises ParƟal Damagethat is not an Insured Loss occurs,unless caused bya negligent or willful act of Lessee(in which event Lesseeshall maketherepairs at Lessee's expense),Lessor mayeither: (i)repair suchdamage as soon as reasonably possible at Lessor's expense,in which event this Leaseshall conƟnue in full forceand eīect,or (ii)terminate this Leaseby giving wriƩen noƟce to Lessee within 30 days aŌer receipt byLessor ofknowledge ofthe occurrence of such damage. Such terminaƟon shallbe eīecƟve60 days following the dateofsuch noƟce. In theevent Lessor elects to terminate this Lease, Lesseeshall have the right within 10 days aŌer receipt of theterminaƟon noƟce to give wriƩen noƟceto Lessor of Lessee's commitment to payfor therepair ofsuch damage without reimbursement from Lessor. Lessee shallprovide Lessor with said funds or saƟsfactory assurance thereof within 30 days aŌer making such commitment. In such event this Lease shallconƟnue in full forceand eīect,and Lessor shallproceed to makesuch repairs as soon as reasonably possible aŌer the Non-disclosable Under California Government Code § 6254 ________ ________ ________ ________ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited:12/3/2020 12:22 PM STNͲ27.22,Revised06Ͳ10Ͳ2019 Page 8 of 16 required funds areavailable. IfLessee does not makethe required commitment,this Leaseshall terminate as of thedate speciĮed in the terminaƟon noƟce. 9.4 Tota l DestrucƟon.Notwithstanding any other provision hereof,ifa Premises Total Destruc Ɵon occurs,this Leaseshallterminate 60 days following such DestrucƟon. Ifthe damage or destrucƟon was caused by the gross negligence or willfulmisconduct ofLessee,Lessor shallhave theright to recover Lessor's damages fromLessee,except as provided in Paragraph 8.6. 9.5 Damage Near End of Ter m.Ifat any Ɵme during thelast 6months ofthis Lease there is damage for which thecost to repair exceeds onemonth's Base Rent,whether or not an Insured Loss,Lessor may terminate this LeaseeīecƟve 60 days following thedate of occurrence of such damage by giving awriƩen terminaƟon noƟce to Lessee within 30 days aŌer the date of occurrence ofsuch damage. Notwithstanding theforegoing,ifLessee at that Ɵme has an exercisable opƟon to extend this Leaseor to purchase the Premises,then Lesseemaypreserve this Lease by,(a)exercising such opƟon and (b)providing Lessor with anyshortage in insurance proceeds (or adequate assurance thereof) needed to makethe repairs on or before the earlier of(i) thedate which is 10 days aŌer Lessee's receipt of Lessor's wriƩen noƟcepurporƟng to terminate this Lease,or (ii)the dayprior to thedate upon which such opƟon expires. IfLessee duly exercises such opƟon during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds,Lessor shall,at Lessor's commercially reasonable expense,repair such damageas soon as reasonably possible and this Leaseshall conƟnue in full force and eīect. IfLesseefails to exercise such opƟon and provide such funds or assurance during such period,then this Lease shall terminate on thedate speciĮed in the terminaƟon noƟce and Lessee's opƟon shallbe exƟnguished. 9.6 Abatement of Rent;Lessee'sRemedies. (a)Abatement.In theevent of Premises ParƟal Damage or Premises Total Destruc Ɵon or a HazardousSubstance CondiƟon for which Lesseeis not responsible under this Lease,theRent payable byLessee for the period required for therepair,remediaƟon or restoraƟon ofsuch damage shall be abated in proporƟon to thedegree to which Lessee's use of the Premises is impaired,but not to exceed theproceeds received from theRentalValue insurance. Allother obligaƟons of Lesseehereunder shallbeperformed byLessee,and Lessor shallhaveno liabilityforanysuch damage,destrucƟon,remediaƟon,repair or restoraƟon except as provided herein. (b)Remedies. IfLessor is obligated to repair or restore the Premises and does not commence,in asubstanƟal and meaningful way,such repair or restoraƟon within 90 days aŌer such obligaƟon shallaccrue,Lesseemay,at any Ɵme prior to thecommencement of such repair or restoraƟon,give wriƩen noƟce to Lessor and to any Lenders ofwhich Lesseehas actualnoƟce,ofLessee's elecƟon to terminate this Leaseon adatenot less than 60 days following the giving ofsuch noƟce. IfLessee gives such noƟce and such repair or restoraƟon is not commenced within 30 days thereaŌer,this Lease shallterminate as ofthe date speciĮed in said noƟce. Ifthe repair or restoraƟon is commenced within such 30 days,this Leaseshall conƟnue infull forceand eīect. "Commence"shallmean either the uncondiƟonal authorizaƟon of the preparaƟon ofthe required plans,or the beginning ofthe actualwork on thePremises,whichever Įrst occurs. 9.7 Termina Ɵon;AdvancePayments.Upon terminaƟon ofthis Leasepursuant to Paragraph 6.2(g) or Paragraph 9,an equitable adjustment shall bemade concerning advance BaseRent and anyother advance payments madeby Lesseeto Lessor. Lessor shall,in addiƟon,return to Lesseeso much ofLessee's Security Deposit as has not been,or is not then required to be,used by Lessor. 10.Real Property Taxes . 10.1 DeĮniƟon.As used herein,the term"Real Property Taxes "shall include anyform ofassessment; realestate,general,special,ordinary or extraordinary,or rental levy or tax (other than inheritance,personalincome or estate taxes);improvement bond; and/or license feeimposed upon or levied against anylegal or equitable interest ofLessor in thePremises or the Project,Lessor's right to other income therefrom,and/or Lessor's business ofleasing,byanyauthority having the direct or indirect power to tax and where the funds are generated with reference to the Building address. RealProperty Taxes shallalso include any tax,fee,levy, assessment or charge,or anyincrease therein: (i)imposed byreason ofevents occurring during the termofthis Lease,including but not limited to,achangein the ownership of the Premises,and (ii)levied or assessed on machinery or equipment provided byLessorto Lesseepursuant to this Lease. 10.2 Payment of Taxes .In addiƟon to BaseRent,Lesseeshall pay to Lessor an amount equalto the RealProperty Taxinstallment due at least 20 days prior to the applicable delinquency date. Ifany such installment shallcover anyperiod of Ɵmeprior to or aŌer theexpiraƟon or terminaƟon of this Lease,Lessee's share of such installment shall be prorated. In theevent Lesseeincurs alatechargeon any Rent payment,Lessor mayesƟmate thecurrent Real PropertyTaxes,and require that such taxes be paid in advance to Lessor byLessee monthlyin advance with the payment ofthe BaseRent. Such monthly payments shall bean amount equal to the amount ofthe esƟmated installment of taxes divided by the number ofmonths remaining before themonth in which said installment becomes delinquent. When theactual amount of the applicable tax billis known,the amount ofsuch equal monthly advancepayments shall beadjusted as required to provide the funds needed to pay the applicable taxes. If the amount collected by Lessor is insuĸcient to pay such Real Property Taxes when due,Lesseeshall payLessor,upon demand,such addiƟonal sum as is necessary. Advance payments may beintermingled with other moneys ofLessor andshallnot bear interest. In the event of aBreach byLesseein the performance ofits obligaƟons under this Lease,then anysuch advance payments may betreated byLessor as an addiƟonal SecurityDeposit. 10.3 Joint Assessment.IfthePremises are not separately assessed,Lessee's liabilityshallbe an equitable proporƟon ofthe RealProperty Taxes for allofthe land and improvements included within thetax parcelassessed,such proporƟon to beconclusively determined by Lessor fromthe respecƟve valuaƟons assigned in the assessor's worksheets or such other informaƟon as maybe reasonably available. 10.4 Personal Property Taxes . Lesseeshall pay,prior to delinquency,all taxes assessed against and levied upon LesseeOwned AlteraƟons,UƟlity InstallaƟons, Trade Fixtures ,furnishings,equipment and allpersonal property of Lessee. When possible,Lessee shallcause its LesseeOwned AlteraƟons and UƟlityInstallaƟons, Trade Fixtures ,furnishings,equipment and allother personal property to be assessed and billed separatelyfrom therealproperty ofLessor. Ifany ofLessee's said property shall beassessed with Lessor's real property,Lessee shallpay Lessor thetaxes aƩributableto Lessee's property within 10 days aŌer receipt of awriƩen statement seƫng forth the taxes applicable to Lessee's property. 11.UƟliƟes and Services.Lesseeshall pay for allwater,gas,heat,light,power,telephone,trash disposaland other uƟliƟes and services supplied to the Premises, together with anytaxes thereon. If anysuch services are not separately metered or billed to Lessee,Lessee shall pay areasonable proporƟon,to be determined by Lessor,of allcharges jointlymetered or billed. There shall beno abatement ofrent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage,interrupƟon or disconƟnuance ofanyuƟlity or service due to riot,strike,labor dispute,breakdown,accident,repair or other cause beyond Lessor's reasonable control or in cooperaƟon with governmental request or direcƟons. Within ĮŌeen days of Lessor’s wriƩen request,Lesseeagrees to deliver to Lessor such informaƟon,documents and/or authorizaƟon as Lessor needs in order for Lessor to comply with new or exisƟng Applicable Requirements relaƟng to commercialbuilding energy usage,raƟngs,and/or the reporƟng thereof. 12.Assignment and Subleƫng. 12.1 Lessor's Consent Required. (a) Lessee shallnot voluntarily or by operaƟon of law assign,transfer,mortgageor encumber (collecƟvely,"assign or assignment") or sublet allor any part of Lessee's interest in this Lease or in thePremises without Lessor's prior wriƩen consent. (b) Unless Lessee is acorporaƟon and its stock is publicly traded on anaƟonal stockexchange,achangein the control ofLesseeshall consƟtute an Non-disclosable Under California Government Code § 6254 ________ ________ ________ ________ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited:12/3/2020 12:22 PM STNͲ27.22,Revised06Ͳ10Ͳ2019 Page 9 of 16 assignment requiring consent. Thetransfer,on acumulaƟve basis,of 25%or more ofthe voƟng controlof Lesseeshall consƟtute achange in control for this purpose. (c) Theinvolvement ofLessee or its assets in any transacƟon,or series oftransacƟons (byway ofmerger,sale,acquisiƟon,Įnancing,transfer,leveraged buyͲout or otherwise),whether or not a formalassignment or hypothecaƟon ofthis Lease or Lessee'sassets occurs,which results or willresult in areducƟon ofthe Net Wort h ofLessee byan amount greater than 25%of such Net Wort h as it was represented at the Ɵme oftheexecuƟon ofthis Leaseor at the Ɵme ofthe most recent assignment to which Lessor has consented,or as it exists immediatelyprior to said transacƟon or transacƟons consƟtuƟng such reducƟon,whichever was or is greater,shall beconsidered an assignment of this Lease to which Lessor maywithhold its consent. "Net Worth of Lessee"shallmean the net worth ofLessee (excluding any guarantors)established under generally accepted accounƟng principles. (d) An assignment or subleƫng without consent shall,at Lessor's opƟon,be a Default curable aŌer noƟce per Paragraph 13.1(d),or a noncurable Breach without the necessityof anynoƟceand graceperiod. If Lessor elects to treat such unapproved assignment or subleƫng as a noncurable Breach,Lessor may either:(i) terminate this Lease,or (ii)upon 30 days wriƩen noƟce,increase themonthlyBase Rent to 110%ofthe BaseRent then in eīect. Further,in the event ofsuch Breach and rental adjustment,(i) the purchase price ofany opƟon to purchase the Premises held by Lesseeshallbe subject to similar adjustment to 110%of theprice previously in eīect,and (ii)all Įxed and nonͲĮxe d rentaladjustments scheduled during the remainder of theLeaseterm shallbe increased to 110% ofthe scheduled adjusted rent. (e) Lessee's remedy for any breach of Paragraph 12.1 byLessor shall belimited to compensatory damages and/or injuncƟve relief. (f) Lessor mayreasonably withhold consent to aproposed assignment or subleƫng ifLesseeis in Default at the Ɵmeconsent is requested. (g) Notwithstanding theforegoing,allowing a deminimis porƟon ofthe Premises,ie.20 square feet or less,to beused by a third party vendor in connecƟon with theinstallaƟon ofavending machineor payphone shall not consƟtute a subleƫng. 12.2 Terms an d CondiƟonsApplicable toAssignment and Subleƫng. (a) Regardless ofLessor's consent,no assignment or subleƫng shall: (i)be eīecƟve without the express wriƩen assumpƟon by such assigneeor sublessee of the obligaƟons ofLesseeunder this Lease,(ii)release Lesseeofany obligaƟons hereunder,or (iii)alter theprimary liabilityofLessee for the payment of Rent or for the performance ofany other obligaƟons to be performed byLessee. (b) Lessor may accept Rent or performance of Lessee's obligaƟons from anyperson other than Lesseepending approval or disapproval ofan assignment. Neither adelayin the approval or disapproval of such assignment nor theacceptance ofRent or performanceshall consƟtutea waiver or estoppel ofLessor's right to exercise its remedies for Lessee's Default or Breach. (c) Lessor's consent to any assignment or subleƫng shallnot consƟtute a consent to any subsequent assignment or subleƫng. (d) In the event of anyDefault or Breach by Lessee,Lessor may proceed directly against Lessee,anyGuarantors or anyoneelse responsible for the performance of Lessee's obligaƟons under this Lease,including any assigneeor sublessee,without Įrst exhausƟng Lessor's remedies against any other person or enƟtyresponsible therefor to Lessor,or any securityheld byLessor. (e) Each request for consent to an assignment or subleƫng shallbe in wriƟng,accompanied byinformaƟon relevant to Lessor's determinaƟon as to the Įnancial and operaƟonalresponsibility and appropriateness of theproposed assigneeor sublessee,including but not limited to the intended use and/or required modiĮcaƟon of thePremises,ifany,together with afeeof$500 as consideraƟon for Lessor's considering and processing said request. Lesseeagrees to provide Lessor with such other or addiƟonal informaƟon and/or documentaƟon as maybe reasonably requested. (See also Paragraph 36) (f) Any assigneeof,or sublesseeunder,this Leaseshall,by reason ofaccepƟng such assignment,entering into such sublease,or entering into possession ofthe Premises or anyporƟon thereof,bedeemed to have assumed and agreed to conform and comply with each and everyterm,covenant,condiƟon and obligaƟon herein to be observed or performed by Lesseeduring theterm ofsaid assignment or sublease,other than such obligaƟons as arecontraryto or inconsistent with provisions of an assignment or sublease to which Lessor has speciĮcally consented to in wriƟng. (g) Lessor's consent to anyassignment or subleƫng shall not transfer to theassignee or sublessee anyOpƟon granted to theoriginalLesseebythis Lease unless such transfer is speciĮcallyconsented to byLessor in wriƟng. (SeeParagraph 39.2) 12.3 AddiƟonal Terms an d CondiƟons Applicableto Subleƫng.Thefollowing terms and condiƟons shall apply to anysubleƫng by Lesseeof allor anypart of the Premises and shall bedeemed included in all subleases under this Leasewhether or not expressly incorporated therein: (a) Lessee hereby assigns and transfers to Lessor all ofLessee's interest in all Rent payable on anysublease,and Lessor maycollect such Rent and apply sametoward Lessee's obligaƟons under this Lease; provided,however,that unƟlaBreach shall occur in theperformance of Lessee's obligaƟons,Lesseemaycollect said Rent. In theevent that theamount collected by Lessor exceeds Lessee's then outstanding obligaƟons anysuch excess shall be refunded to Lessee. Lessor shall not,by reason of theforegoing or anyassignment ofsuch sublease,nor by reason of the collecƟonofRent,be deemed liableto thesublessee for any failureofLessee to perform and comply with anyof Lessee's obligaƟons to such sublessee. Lessee hereby irrevocably authorizes and directs anysuch sublessee,upon receipt ofa wriƩen noƟce fromLessor staƟng that aBreach exists in the performance ofLessee's obligaƟons under this Lease,to payto Lessor allRent due and to become due under the sublease. Sublessee shallrely upon any such noƟce from Lessor and shallpay allRents to Lessor without anyobligaƟon or right to inquire as to whether such Breach exists,notwithstanding anyclaimfrom Lesseeto thecontrary. (b) In the event of aBreach by Lessee,Lessor may,at its opƟon,require sublessee to aƩorn toLessor,in which event Lessor shall undertake the obligaƟons of the sublessor under such sublease from the Ɵmeoftheexerciseofsaid opƟon to theexpiraƟon ofsuch sublease;provided,however,Lessor shall not be liable for anyprepaid rents or security deposit paid by such sublessee to such sublessor or for anyprior Defaults or Breaches ofsuch sublessor. (c) AnymaƩer requiring the consent ofthe sublessor under asublease shallalso require the consent ofLessor. (d) No sublessee shallfurther assign or sublet allor anypart of thePremises without Lessor's prior wriƩen consent. (e) Lessor shalldeliver acopyofanynoƟce ofDefault or Breach by Lesseeto the sublessee,who shallhavethe right to cure the Default ofLessee within the grace period,if any,speciĮed in such noƟce. The sublessee shall have aright of reimbursement and oīset from and against Lessee for any such Defaults cured by the sublessee. 13.Default;Breach;Remedies. 13.1 Default;Breach.A"Default"is deĮned as afailurebytheLesseeto comply with or perform any ofthe terms,covenants,condiƟons or Rules and RegulaƟons under this Lease. A"Breach"is deĮned as the occurrence ofone or more ofthefollowing Defaults,and thefailureof Lesseeto curesuch Default within anyapplicable graceperiod: (a) The abandonment of thePremises;or thevacaƟng ofthe Premises without providing a commercially reasonable level of security,or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as aresult thereof,or without providing reasonable assurances to minimizepotenƟal vandalism. (b) Thefailure ofLessee to makeany payment of Rent or any SecurityDeposit required to be made by Lessee hereunder,whether to Lessor or to athird party,when due,to provide reasonable evidence ofinsurance or surety bond,or to fulĮllany obligaƟon under this Leasewhich endangers or threatens lifeor property,where such failure conƟnues for aperiod of 3business days following wriƩen noƟceto Lessee. THE ACCEPTANCEBY LESSOR OF A PARTIALPAYMENT OF RENTOR SECURITYDEPOSIT SHALLNOTCONSTITUTE AWAIVER OF ANY OF LESSOR'SRIGHTS,INCLUDING LESSOR'S RIGHTTO RECOVER POSSESSIONOF THE Non-disclosable Under California Government Code § 6254 ________ ________ ________ ________ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited:12/3/2020 12:22 PM STNͲ27.22,Revised06Ͳ10Ͳ2019 Page 10 of 16 PREMISES. (c) Thefailure ofLessee to allow Lessor and/or its agents access to thePremises or the commissionofwaste,act or acts consƟtuƟng public or private nuisance,and/or an illegal acƟvityon the Premises by Lessee,where such acƟons conƟnue for aperiod of3 business days following wriƩen noƟce to Lessee. In the event that Lesseecommits waste,anuisance or an illegalacƟvity asecond Ɵme then,the Lessor mayelect to treat such conduct as anonͲcurable Breach rather than a Default. (d) Thefailure byLessee to provide(i) reasonablewriƩen evidence ofcompliance with Applicable Requirements,(ii) theservicecontracts,(iii)the rescission of an unauthorized assignment or subleƫng,(iv)an Estoppel CerƟĮcate or Įnancialstatements,(v)a requested subordinaƟon,(vi) evidence concerning any guarantyand/or Guarantor,(vii) anydocument requested under Paragraph 42,(viii) materialsafetydata sheets (MSDS),or (ix)any other documentaƟon or informaƟon which Lessor may reasonably require of Lesseeunder theterms ofthis Lease,whereany such failure conƟnues for aperiod of10 days following wriƩen noƟceto Lessee. (e) A Default byLessee as to theterms,covenants,condiƟons or provisions of this Lease,or ofthe rules adopted under Paragraph 40 hereof,other than thosedescribed in subparagraphs 13.1(a),(b),(c) or (d),above,where such Default conƟnues for aperiod of30 days aŌer wriƩen noƟce; provided,however,that if the nature ofLessee's Default is such that more than 30 days arereasonably required for its cure,then it shall not be deemed to be aBreach ifLesseecommences such cure within said 30 dayperiod and thereaŌer diligently prosecutes such cure to compleƟon. (f) The occurrence ofany ofthe following events: (i)the making ofany generalarrangement or assignment for thebeneĮt ofcreditors; (ii)becoming a "debtor"as deĮned in 11U.S.C.§ 101or anysuccessor statute thereto (unless,in the caseofa peƟƟon Įled against Lessee,the sameis dismissed within 60 days); (iii) the appointment ofa trustee or receiver to take possession of substanƟallyallof Lessee's assets located at the Premises or ofLessee's interest in this Lease,where possession is not restored to Lesseewithin 30 days; or (iv) theaƩachment,execuƟon or other judicialseizureof substanƟallyall ofLessee's assets located at the Premises or ofLessee's interest in this Lease,where such seizure is not discharged within 30 days;provided,however,in the event that any provision of this subparagraph is contrary to anyapplicable law,such provision shallbe ofno force or eīect,and not aīect thevalidity oftheremaining provisions. (g) The discovery that any Įnancial statement ofLessee or of anyGuarantor given to Lessor was materiallyfalse. (h) Ifthe performance of Lessee's obligaƟons under this Lease is guaranteed: (i)the death of aGuarantor,(ii) theterminaƟon ofaGuarantor's liability with respect to this Leaseother than in accordance with the terms ofsuch guaranty,(iii) aGuarantor's becoming insolvent or the subject of abankruptcy Įling,(iv) a Guarantor's refusal to honor the guaranty,or (v)a Guarantor's breach ofits guaranty obligaƟon on an anƟcipatorybasis,and Lessee's failure,within 60 days following wriƩen noƟce ofany such event,to provide wriƩen alternaƟve assurance or security,which,when coupled with thethen exisƟng resources ofLessee,equals or exceeds the combined Įnancial resources ofLessee and the Guarantors that existed at the Ɵmeof execuƟon ofthis Lease. 13.2 Remedies. IfLessee fails to perform anyof its aĸrmaƟve duƟes or obligaƟons,within 10 days aŌer wriƩen noƟce(or in case ofan emergency,without noƟce),Lessor may,at its opƟon,perform such duty or obligaƟon on Lessee's behalf,includingbut not limited to theobtaining of reasonably required bonds, insurance policies,or governmental licenses,permits or approvals. Lesseeshall payto Lessor an amount equalto 115% ofthe costs and expenses incurred by Lessor in such performance upon receipt ofan invoicetherefor. In theevent of aBreach,Lessor may,with or without further noƟceor demand,and without limiƟng Lessor in the exerciseof anyright or remedy which Lessor may havebyreason ofsuch Breach: (a) Terminate Lessee's right to possession of thePremises byany lawful means,in which case this Leaseshall terminate and Lesseeshallimmediately surrender possession to Lessor. In such event Lessor shallbe enƟtled to recover fromLessee: (i)the unpaid Rent which had been earned at the Ɵme ofterminaƟon; (ii)the worth at the Ɵmeof award of theamount by which the unpaid rent which would have been earned aŌer terminaƟon unƟltheƟme ofaward exceeds the amount of such rental loss that the Lesseeproves could have been reasonably avoided; (iii)the worth at the Ɵmeof award ofthe amount by which the unpaid rent for the balance ofthe termaŌer the Ɵmeof award exceeds theamount of such rental loss that the Lesseeproves could be reasonably avoided; and (iv)any other amount necessaryto compensate Lessor for allthe detriment proximately caused by theLessee's failure to perform its obligaƟons under this Lease or which in theordinary course of things would belikelyto result therefrom,including but not limited to thecost ofrecovering possession ofthe Premises,expenses of releƫng,including necessary renovaƟon and alteraƟon ofthePremises,reasonableaƩorneys'fees,and that porƟon of anyleasing commission paid by Lessor in connecƟon with this Leaseapplicable to the unexpired term of this Lease. The worth at the Ɵmeof award ofthe amount referred to in provision (iii)of theimmediately preceding sentenceshall becomputed bydiscounƟng such amount at thediscount rateoftheFederalReserveBankoftheDistrict within which thePremises are located at the Ɵmeof award plus onepercent. Eīorts by Lessor to miƟgate damages caused byLessee's Breach ofthis Leaseshall not waiveLessor's right to recover any damages to which Lessor is otherwise enƟtled. If terminaƟon of this Lease is obtained through theprovisional remedy ofunlawful detainer,Lessor shallhavethe right to recover in such proceeding any unpaid Rent and damages as arerecoverable therein,or Lessor mayreserve theright to recover all or anypart thereofin aseparatesuit.Ifa noƟceand graceperiod required under Paragraph 13.1was not previously given,anoƟce to pay rentor quit,or to perform or quit given to Lesseeunder the unlawful detainer statute shall also consƟtute thenoƟce required by Paragraph 13.1. In such case,the applicable graceperiod required by Paragraph 13.1and the unlawful detainer statute shall run concurrently,and the failure of Lesseeto cure theDefault within the greater ofthe two such graceperiods shall consƟtute both an unlawful detainer and aBreach ofthis Lease enƟtling Lessor to the remedies provided for in this Leaseand/or by said statute. (b) ConƟnuetheLeaseand Lessee's right to possession and recover theRent as it becomes due,in which event Lesseemay sublet or assign,subject only to reasonable limitaƟons. Acts ofmaintenance,eīorts to relet,and/or theappointment of areceiver to protect the Lessor's interests,shallnot consƟtute a terminaƟon of theLessee's right to possession. (c) Pursue any other remedy now or hereaŌer availableunder thelaws or judicial decisions of the state wherein the Premises are located. The expiraƟon or terminaƟon ofthis Leaseand/or the terminaƟon of Lessee's right to possession shall not relieve Lesseefromliability under any indemnity provisions of this Lease as to maƩers occurring or accruing during theterm hereofor byreason of Lessee's occupancy ofthe Premises. 13.3 Inducement Recapture.Any agreement for free or abated rent or other charges,the cost of tenant improvements for Lesseepaid fo r or performed by Lessor,or for the giving or paying byLessor to or for Lesseeof anycash or other bonus,inducement or consideraƟon for Lessee's entering into this Lease,allofwhich concessions are hereinaŌer referred to as "Inducement Provisions,"shall bedeemed condiƟoned uponLessee's full and faithful performance of allof theterms, covenants and condiƟons of this Lease. Upon Breach ofthis LeasebyLessee,anysuch Inducement Provision shall automaƟcally be deemed deleted from this Lease and of no further force or eīect,and any rent,other charge,bonus,inducement or consideraƟon theretofore abated,given or paid byLessor under such an Inducement Provision shallbe immediately due and payable by Lesseeto Lessor,notwithstanding any subsequent cure ofsaid Breach byLessee. Theacceptance by Lessor of rent or thecureoftheBreach which iniƟated theoperaƟon of this paragraph shallnot be deemed awaiver byLessor ofthe provisions of this paragraph unless speciĮcally so stated in wriƟng by Lessor at the Ɵme ofsuch acceptance. 13.4 Late Charges. Lessee hereby acknowledges that late payment byLessee ofRent will cause Lessor to incur costs not contemplated by this Lease,theexact amount of which will beextremelydiĸcult to ascertain. Such costs include,but are not limited to,processing and accounƟng charges,and late charges which maybe imposed upon Lessor by anyLender. Accordingly,if anyRent shallnot be received by Lessor within 5days aŌer such amount shall be due,then,without any requirement for noƟceto Lessee,Lesseeshall immediatelypay to Lessor aoneͲƟmelate charge equal to 10%of each such overdue amount or $100,whichever is greater. TheParƟes hereby agree that such late chargerepresents afair and reasonable esƟmate ofthecosts Lessor will incur byreason ofsuch latepayment. Non-disclosable Under California Government Code § 6254 ________ ________ ________ ________ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited:12/3/2020 12:22 PM STNͲ27.22,Revised06Ͳ10Ͳ2019 Page 11 of 16 Acceptance of such late charge byLessor shallin no event consƟtute awaiver ofLessee's Default orBreach with respect to such overdue amount,nor prevent the exerciseof anyof theother rights and remedies granted hereunder. In the event that alatechargeis payable hereunder,whether or not collected,for 3consecuƟve installments of BaseRent,then notwithstanding any provision of this Lease to the contrary,BaseRent shall,at Lessor's opƟon,become due and payable quarterly in advance. 13.5 Interest. Anymonetary payment due Lessor hereunder,other than late charges,not received byLessor,when due shall bear interest fromthe 31st day aŌer it was due. The interest ("Interest")charged shallbe computed at the rateof 10%per annum but shall not exceed the maximumrate allowed by law. Interest is payable in addiƟon to thepotenƟallate charge provided for in Paragraph 13.4. 13.6 Breach by Lessor. (a)NoƟce of Breach. Lessor shall not be deemed in breach ofthis Leaseunless Lessor fails within areasonable Ɵmeto perform an obligaƟon required to be performed byLessor. For purposes ofthis Paragraph,a reasonable Ɵmeshall in no event be lessthan 30 days aŌer receipt byLessor,and any Lender whosename and address shallhave been furnished to Lesseein wriƟng for such purpose,of wriƩen noƟce specifying wherein such obligaƟon of Lessor has not been performed; provided,however,that if thenature of Lessor's obligaƟon is such that morethan 30 days are reasonably required fo r its performance,then Lessor shallnot be in breach if performance is commenced within such 30 day period and thereaŌer diligentlypursued to compleƟon. (b)Performanceby Lesseeon Behalf of Lessor.In the event that neither Lessor nor Lender cures said breach within 30 days aŌer receipt ofsaid noƟce, or if having commenced said curethey do not diligently pursue it to compleƟon,then Lessee mayelect to cure said breach at Lessee's expense and oīset from Rent the actual and reasonable cost to perform such cure,provided,however,that such oīset shallnotexceed an amount equalto thegreater of onemonth's BaseRent or the Security Deposit,reserving Lessee's right to seekreimbursement fromLessor for anysuch expensein excess ofsuch oīset. Lesseeshalldocument thecost ofsaid cure and supply said documentaƟon to Lessor. 14.CondemnaƟon.If the Premises or anyporƟon thereof aretaken under the power of eminent domain or sold under thethreat of theexercise ofsaid power (collecƟvely "CondemnaƟon"),this Lease shallterminate as to the part taken as ofthe date the condemning authoritytakes Ɵtleor possession,whichever Įrst occurs. Ifmore than 10% oftheBuilding,or more than 25% ofthat porƟon ofthe Premises not occupied byany building,is taken byCondemnaƟon,Lesseemay,at Lessee's opƟon,to beexercised in wriƟng within 10 days aŌer Lessor shallhavegiven LesseewriƩen noƟceofsuch taking (or in theabsence ofsuch noƟce,within 10 days aŌer the condemning authority shallhavetaken possession)terminate this Lease as ofthe date the condemning authoritytakes such possession. IfLessee does not terminate this Leasein accordance with the foregoing,this Leaseshall remain in full force and eīect as to theporƟon ofthePremises remaining,except that the Base Rent shall bereduced in proporƟon to thereducƟon in uƟlity ofthePremises caused by such CondemnaƟon. CondemnaƟon awards and/or payments shall bethe property of Lessor,whether such award shall bemade as compensaƟon for diminuƟon in valueof theleasehold,the valueof thepart taken,or for severance damages; provided,however,that Lessee shallbe enƟtled to anycompensaƟon paid bythe condemnorfor Lessee's relocaƟon expenses,loss of business goodwill and/or Trade Fixtures ,without regard to whether or not this Lease is terminated pursuant to the provisions ofthis Paragraph. All AlteraƟons and UƟlityInstallaƟons madeto the Premises byLessee,for purposes of CondemnaƟon only,shallbeconsidered thepropertyoftheLesseeand Lessee shall be enƟtled to any and all compensaƟon which is payable therefor. In theevent that this Leaseis not terminated by reason ofthe CondemnaƟon,Lessor shallrepair any damage to the Premises caused bysuch CondemnaƟon. 15.Brokerage Fees. 15.1 AddiƟonal Commission.In addiƟon to the payments owed pursuant to Paragraph 1.9 above,Lessor agrees that: (a) ifLessee exercises anyOpƟon,(b)if Lesseeor anyoneaĸliated with Lesseeacquires anyrights to the Premises or other premises owned byLessor and located within thesameProject,ifany,within which the Premises is located,(c)if Lesseeremains in possession ofthePremises,with the consent ofLessor,aŌer the expiraƟon ofthis Lease,or (d)if BaseRent is increased,whether byagreement or operaƟon of an escalaƟon clauseherein,then,Lessor shall payBrokers afeein accordance with thefeeschedule ofthe Brokers in eīect at the Ɵme theLeasewas executed. 15.2 AssumpƟon of ObligaƟons. Anybuyer or transferee of Lessor's interest in this Lease shallbe deemed to have assumed Lessor's obligaƟon hereunder. Brokers shall bethird partybeneĮciaries of theprovisions ofParagraphs 1.9,15,22 and 31. IfLessor fails to pay to Brokers anyamounts due as and for brokerage fees pertaining to this Lease when due,then such amounts shallaccrue Interest.In addiƟon,if Lessorfails to payany amounts to Lessee's Broker when due,Lessee's Broker may send wriƩen noƟceto Lessor and Lessee ofsuch failure and if Lessor fails to pay such amounts within 10 days aŌer said noƟce,Lesseeshall pay said monies to its Broker and oīset such amounts against Rent.In addiƟon,Lessee's Broker shall bedeemed to be a third partybeneĮciary ofany commission agreement entered into by and/or between Lessor and Lessor's Broker for the limited purpose of collecƟng any brokerage fee owed. 15.3 RepresentaƟonsand IndemniƟesof Broker RelaƟonships. Lesseeand Lessor each represent and warrant to the other that it has had no dealings with any person,Įrm,broker,agent or Įnder (other than the Brokers and Agents,ifany) in connecƟonwith this Lease,and that no oneother than said named Brokers and Agents is enƟtled to anycommission or Įnder's fee in connecƟon herewith. Lessee and Lessor do each hereby agreeto indemnify,protect,defend and hold theother harmless from and against liabilityfor compensaƟon or charges which may beclaimed by anysuch unnamed broker,Įnder or other similar partyby reason of any dealings or acƟons of theindemnifying Party,including any costs,expenses,aƩorneys'fees reasonably incurred with respect thereto. 16.Estoppel CerƟĮcates. (a) Each Party (as "Responding Party")shall within 10 days aŌer wriƩen noƟce from theother Party (the "RequesƟng Party")execute,acknowledge and deliver to the RequesƟng Partyastatement in wriƟng in form similar to the then most current "Estoppel CerƟĮcate" form published BY AIR CRE,plus such addiƟonal informaƟon,conĮrmaƟon and/or statements as maybe reasonably requested bythe RequesƟng Party. (b) Ifthe Responding Party shall fail to execute or deliver theEstoppel CerƟĮcate within such 10 dayperiod,the RequesƟng Party may execute an Estoppel CerƟĮcate staƟng that: (i)theLease is in full force and eīect without modiĮcaƟon except as maybe represented by the RequesƟng Party,(ii)there areno uncured defaults in the RequesƟng Party's performance,and (iii) ifLessor is the RequesƟng Party,not morethan one month's rent has been paid in advance. ProspecƟve purchasers and encumbrancers may rely upon the RequesƟng Party's Estoppel CerƟĮcate,and the Responding Party shallbe estopped from denying the truth of thefacts contained in said CerƟĮcate. In addiƟon,Lesseeacknowledges that anyfailureon its part to provide such an Estoppel CerƟĮcatewill expose Lessor to risks and potenƟally cause Lessor to incur costs not contemplated by this Lease,theextent ofwhich will beextremely diĸcult to ascertain. Accordingly,should the Lesseefail to execute and/or deliver a requested Estoppel CerƟĮcate in a Ɵmelyfashion themonthly BaseRent shall beautomaƟcally increased,without any requirement for noƟceto Lessee,by an amount equal to 10% ofthethen exisƟng Base Rent or $100,whichever is greater for remainder ofthe Lease. TheParƟes agree that such increase in BaseRent represents fair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor will incur by reason ofLessee's failure to provide the Estoppel CerƟĮcate. Such increase in Base Rent shall in no event consƟtute a waiver ofLessee's Default or Breach with respect to the failureto provide the Estoppel CerƟĮcate nor prevent theexercise ofany ofthe other rights and remedies granted hereunder. (c) IfLessor desires to Įnance,reĮnance,or sellthe Premises,or anypart thereof,Lesseeand allGuarantors shall within 10 days aŌer wriƩen noƟce fromLessor deliver to anypotenƟallender or purchaser designated by Lessor such Įnancial statements as maybe reasonably required by such lender or purchaser, including but not limited to Lessee's Įnancial statements for thepast 3years. Allsuch Įnancial statements shall bereceived byLessor and such lender or purchaser in Non-disclosable Under California Government Code § 6254 ________ ________ ________ ________ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited:12/3/2020 12:22 PM STNͲ27.22,Revised06Ͳ10Ͳ2019 Page 12 of 16 conĮdence and shallbe used onlyfor the purposes herein set forth. 17.DeĮniƟon of Lessor.Theterm "Lessor"as used herein shall mean the owner or owners at the Ɵmein quesƟon ofthe fee Ɵtle to thePremises,or,if this is a sublease,of theLessee's interest in the prior lease. In theevent of atransfer ofLessor's Ɵtle or interest in thePremises or this Lease,Lessor shalldeliver to the transferee or assignee(in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of theSecurity Deposit,as aforesaid,the prior Lessor shallberelieved ofall liabilitywith respect to the obligaƟons and/or covenants under this LeasethereaŌer to beperformed bythe Lessor. Subject to theforegoing,theobligaƟons and/or covenants in this Lease to be performed by the Lessor shallbe binding only upon theLessor as hereinabove deĮned. 18.Severability.The invalidityofany provision of this Lease,as determined by acourt ofcompetent jurisdicƟon,shallin no way aīect thevalidity ofanyother provision hereof. 19.Days.Unless otherwise speciĮcally indicated to the contrary,theword "days"as used in thisLeaseshall mean and refer to calendar days. 20.LimitaƟon on Liability.The obligaƟons ofLessor under this Lease shallnot consƟtute personal obligaƟons ofLessor,or its partners,members,directors,oĸcers or shareholders,and Lessee shalllookto thePremises,and to no other assets ofLessor,for thesaƟsfacƟon ofany liabilityofLessor with respect to this Lease,and shallnot seek recourse against Lessor's partners,members,directors,oĸcers or shareholders,or any oftheir personalassets for such saƟsfacƟon. 21.Time of Essence.Timeis ofthe essencewith respect to the performanceof allobligaƟons to beperformed or observed by theParƟes under this Lease. 22.No Prior or Other Agreements;Broker Disclaimer.This Leasecontains allagreements between theParƟes with respect to any maƩer menƟoned herein,and no other prior or contemporaneous agreement or understanding shallbe eīecƟve. Lessor and Lessee eachrepresents and warrants to theBrokers that it has made,and is relying solelyupon,its own invesƟgaƟon as to thenature,quality,character and Įnancial responsibility oftheother Party to this Leaseand as to theuse,nature, quality and character of thePremises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereofby either Party. 23.NoƟces. 23.1 NoƟce Requirements.AllnoƟces required or permiƩed by this Lease or applicable law shallbe in wriƟng and maybe delivered in person (byhand or by courier) or maybe sent by regular,cerƟĮed or registered mail or U.S.Postal ServiceExpress Mail,with postage prepaid,or byfacsimiletransmission,or by email,and shallbe deemed suĸciently given ifserved in a manner speciĮed in this Paragraph 23. The addresses noted adjacent to aParty's signature on this Leaseshall bethat Party's address for delivery or mailing of noƟces. Either Party may by wriƩen noƟceto theother specify adiīerent address for noƟce,except that upon Lessee's taking possession ofthe Premises,thePremises shallconsƟtute Lessee's address for noƟce. Acopy ofallnoƟces to Lessor shallbeconcurrently transmiƩed to such partyor parƟes at such addresses as Lessor may from Ɵme to ƟmehereaŌer designate in wriƟng. 23.2 Date of NoƟce.AnynoƟce sent byregistered or cerƟĮed mail,return receipt requested,shall bedeemed given on the date of delivery shown on the receipt card,or if no delivery date is shown,the postmark thereon. If sent by regular mailthe noƟceshall bedeemed given 72 hours aŌer the sameis addressed as required herein and mailed with postage prepaid. NoƟces delivered by United States Express Mailor overnight courier that guarantees next daydelivery shall be deemed given 24 hours aŌer delivery of thesame to the PostalServiceor courier. NoƟces deliveredby hand,or transmiƩed byfacsimile transmission or by email shallbe deemed delivered upon actualreceipt. If noƟceis received on aSaturday,Sunday or legalholiday,it shall bedeemed received on the next business day. 23.3 OpƟons.Notwithstanding theforegoing,in order to exercise any OpƟons (see paragraph 39),theNoƟcemust besent byCerƟĮed Mail (return receipt requested),Express Mail(signature required),courier (signature required) or someother methodologythat provides areceipt establishing the date the noƟce was received by theLessor. 24.Waivers. (a) No waiver by Lessor ofthe Default or Breach of anyterm,covenant or condiƟon hereof byLessee,shallbe deemed awaiver ofany other term, covenant or condiƟon hereof,or ofany subsequent Default or Breach byLesseeof the same or ofanyother term,covenant or condiƟon hereof. Lessor's consent to, or approval of,any act shallnot be deemed to render unnecessary theobtaining ofLessor's consent to,or approval of,anysubsequent or similar act byLessee,or be construed as thebasis ofan estoppel to enforce theprovision or provisions of this Lease requiring such consent. (b) Theacceptance ofRent byLessor shall not be awaiver of anyDefault or Breach byLessee. Anypayment by Lesseemay be accepted byLessor on account of monies or damages due Lessor,notwithstanding any qualifying statements or condiƟons made by Lessee in connecƟon therewith,which such statements and/or condiƟons shallbe ofno force or eīect whatsoever unless speciĮcallyagreed to in wriƟng by Lessor at or before the Ɵmeof deposit of such payment. (c) THEPARTIES AGREETHAT THETERMSOF THISLEASE SHALLGOVERN WITHREGARDTO ALLMATTERS RELATEDTHERETO AND HEREBYWAIVE THE PROVISIONSOF ANYPRESENT OR FUTURESTATUTE TO THE EXTENTTHAT SUCHSTATUTEIS INCONSISTENTWITH THISLEASE. 25.Disclosures Regarding The Nature of aReal Estate Agency RelaƟonship. (a) When entering into adiscussion with arealestateagent regarding arealestatetransacƟon,aLessor or Lesseeshould from theoutset understand what type ofagency relaƟonship or representaƟon it has with the agent or agents in the transacƟon. Lessor and Lessee acknowledge being advised by the Brokers in this transacƟon,as follows: (i)Lessor's Agent. A Lessor's agent under alisƟng agreement with theLessor acts as the agent for the Lessor only. A Lessor's agent or subagent has the following aĸrmaƟve obligaƟons:To the Lessor:AĮduciary duty of utmost care,integrity,honesty,and loyaltyin dealings with the Lessor.To the Lessee and the Lessor:(a)Diligent exerciseof reasonableskills and care in performance of the agent's duƟes. (b) Aduty ofhonest and fair dealing and good faith. (c) Aduty to discloseall facts known to theagent materiallyaīecƟng thevalue or desirability of the property that arenot known to,or within the diligent aƩenƟon and observaƟon of,theParƟes. An agent is not obligated to reveal to either Party any conĮdenƟalinformaƟon obtained fromthe other Party which does not involvethe aĸrmaƟve duƟes set forth above. (ii)Lessee's Agent.An agent can agree to act as agent for theLesseeonly. In thesesituaƟons,the agent is not the Lessor's agent,even ifby agreement the agent may receivecompensaƟon for services rendered,either in full or in part from theLessor. An agent acƟng onlyfor aLessee has the following aĸrmaƟve obligaƟons.To the Lessee:AĮduciary duty of utmost care,integrity,honesty,andloyaltyin dealings with the Lessee.To the Lessee and the Lessor:(a) Diligent exercise ofreasonable skills and care in performance ofthe agent's duƟes. (b)A dutyofhonest and fair dealing and good faith. (c)A duty to disclose allfacts known to theagent materiallyaīecƟng the valueor desirability of theproperty that arenot known to,or within the diligent aƩenƟon and observaƟon of,theParƟes. An agent is not obligated to reveal to either Party any conĮdenƟalinformaƟon obtained from the other Party which does not involve the aĸrmaƟve duƟes set forth above. (iii)Agent RepresenƟng BothLessor and Lessee. Areal estateagent,either acƟng directly or through oneor moreassociatelicenses,can legally be the agent ofboth theLessor and theLessee in atransacƟon,but only with the knowledge and consent ofboth theLessor and theLessee. In adual agency situaƟon, Non-disclosable Under California Government Code § 6254 ________ ________ ________ ________ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited:12/3/2020 12:22 PM STNͲ27.22,Revised06Ͳ10Ͳ2019 Page 13 of 16 the agent has the following aĸrmaƟveobligaƟons to both theLessor and theLessee: (a)A Įduciaryduty of utmost care,integrity,honesty and loyaltyin thedealings with either Lessor or theLessee. (b)Other duƟes to theLessor and theLessee as stated above in subparagraphs (i)or (ii). In represenƟng both Lessor and Lessee,the agent may not,without theexpress permission ofthe respecƟve Party,discloseto the other Party conĮdenƟalinformaƟon,including,but not limited to,facts relaƟng to either Lessee’s or Lessor’s ĮnancialposiƟon,moƟvaƟons,bargaining posiƟon,or other personalinformaƟon that may impact rent,including Lessor’s willingness to accept arent less than thelisƟng rent or Lessee’s willingness to payrent greater than therent oīered. The aboveduƟes of theagent in arealestatetransacƟon do not relieve a Lessor or Lesseefrom theresponsibility to protect their own interests. Lessor and Lesseeshould carefully read allagreements to assure that they adequately express their understanding ofthetransacƟon. A real estate agent is aperson qualiĮed to adviseabout real estate. If legal or tax adviceis desired,consult acompetent professional. Both Lessor and Lesseeshould stronglyconsider obtaining tax advice from a competent professional because the federal and state tax consequences of atransacƟon can becomplex and subject to change. (b) Brokers have no responsibility with respect to anydefault or breach hereof byeither Party. The ParƟes agree that no lawsuit or other legal proceeding involving anybreach ofduty,error or omission relaƟng to this Leasemay be brought against Broker more than one year aŌer the Start Date and that the liability(including court costs and aƩorneys'fees),ofany Broker with respect to any such lawsuit and/or legalproceeding shallnot exceed thefee received by such Broker pursuant to this Lease;provided,however,that the foregoing limitaƟon on each Broker's liabilityshall not be applicable to any gross negligence or willful misconduct of such Broker. (c) Lessor and Lesseeagree to idenƟfy to Brokers as "ConĮdenƟal"any communicaƟon or informaƟon given Brokers that is considered by such Party to be conĮdenƟal. 26.No Right To Holdove r.Lesseehas no right to retain possession of thePremises or anypart thereof beyond theexpiraƟon or terminaƟon of this Lease. In the event that Lesseeholds over,then the BaseRent shallbe increased to 150% ofthe BaseRent applicable immediatelypreceding theexpiraƟon or terminaƟon. Holdover Base Rent shall becalculated on monthly basis. Nothing contained herein shall beconstrued as consent by Lessor to anyholding over byLessee. 27.CumulaƟve Remedies.No remedy or elecƟon hereunder shallbedeemed exclusive but shall,wherever possible,becumulaƟve with all other remedies at law or in equity. 28.Covenants and CondiƟons;ConstrucƟon of Agreement.All provisions ofthis Leaseto beobserved or performed by Lessee are both covenants and condiƟons. In construing this Lease,allheadings and Ɵtles are for the convenienceofthe ParƟes only and shallnot beconsidered apart of this Lease. Whenever required bythe context,the singular shall include the plural and vice versa. This Leaseshall not be construed asif prepared by oneofthe ParƟes,but rather according to its fair meaning as awhole,as ifboth ParƟes had prepared it. 29.Binding Eīect;Choice of Law.This Lease shallbe binding upon the ParƟes,their personal representaƟves,successors and assigns and be governed bythe laws ofthe State in which thePremises arelocated. Any liƟgaƟon between the ParƟes hereto concerningthis Lease shallbe iniƟated in the countyin which the Premises are located. Signatures to this Lease accomplished by means of electronicsignature or similar technology shallbe legal and binding. 30.SubordinaƟon;AƩornment;NonͲDisturbance. 30.1 SubordinaƟon.This Lease and any OpƟon granted hereby shallbe subject and subordinate to anyground lease,mortgage,deed of trust,or other hypothecaƟon or securitydevice (collecƟvely,"Security Device"),now or hereaŌer placed upon thePremises,to any and alladvances madeon the security thereof, and to allrenewals,modiĮcaƟons,and extensions thereof. Lesseeagrees that theholders ofany such SecurityDevices (in this Leasetogether referred to as "Lender") shallhave no liability or obligaƟon to perform any ofthe obligaƟons ofLessor under this Lease. Any Lender may elect to have this Lease and/or any OpƟon granted hereby superior to the lien ofits Security Device bygiving wriƩen noƟcethereof to Lessee,whereupon this Lease and such OpƟons shallbe deemed prior to such SecurityDevice,notwithstanding the relaƟve dates of thedocumentaƟon or recordaƟon thereof. 30.2 AƩornment.In the event that Lessor transfers Ɵtle to the Premises,or the Premises are acquired byanother upon the foreclosure or terminaƟon ofa SecurityDevice to which this Leaseis subordinated (i) Lesseeshall,subject to the nonͲdisturbanceprovisions ofParagraph 30.3,aƩorn to such new owner,and upon request,enter into anew lease,containing allof theterms and provisions of this Lease,with such new owner for theremainder of theterm hereof,or,at theelecƟon ofthe new owner,this Leasewill automaƟcally become anew leasebetween Lessee and such new owner,and (ii)Lessor shallthereaŌer be relieved of anyfurther obligaƟons hereunder and such new owner shall assumeall ofLessor's obligaƟons,except that such new owner shallnot: (a)be liablefor any act or omission of any prior lessor or with respect to events occurring prior to acquisiƟon ofownership; (b) besubject to anyoīsets or defenses which Lesseemight have against anyprior lessor,(c)be bound byprepayment ofmore than one month's rent,or (d)be liablefor the returnof anysecurity deposit paid to anyprior lessor which was not paid or credited to such new owner. 30.3 NonͲDisturbance.With respect to Security Devices entered into byLessor aŌer theexecuƟon ofthis Lease,Lessee's subordinaƟon ofthis Leaseshall be subject to receiving acommerciallyreasonablenonͲdisturbance agreement (a "NonͲDisturbanceAgreement") fromthe Lender which NonͲDisturbance Agreement provides that Lessee's possession ofthePremises,and this Lease,including anyopƟons to extend the termhereof,will not be disturbed so long as Lessee is not in Breach hereof and aƩorns to therecord owner of thePremises. Further,within 60 days aŌer theexecuƟon ofthis Lease,Lessor shall,ifrequested byLessee,use its commerciallyreasonable eīorts to obtain aNonͲDisturbance Agreement from theholder ofanypreͲexisƟng SecurityDevice which is secured by the Premises. In the event that Lessor is unable to provide theNonͲDisturbance Agreement within said 60 days,then Lessee may,at Lessee's opƟon,directly contact Lender and aƩempt to negoƟate for the execuƟon and delivery ofa NonͲDisturbance Agreement. 30.4 SelfͲExecuƟng.Theagreements contained in this Paragraph 30 shallbe eīecƟvewithout the execuƟon of anyfurther documents; provided,however,that, upon wriƩen request from Lessor or a Lender in connecƟon with asale,Įnancing or reĮnancing ofthePremises,Lesseeand Lessor shallexecute such further wriƟngs as may bereasonably required to separately document any subordinaƟon,aƩornment and/or NonͲDisturbanceAgreement provided fo r herein. 31.AƩorneys'Fees.IfanyParty or Broker brings an acƟon or proceeding involving the Premises whether founded in tort,contract or equity,or to declare rights hereunder,the Prevailing Party (as hereaŌer deĮned) in any such proceeding,acƟon,or appeal thereon,shall beenƟtled to reasonableaƩorneys'fees. Such fee s may be awarded in the samesuit or recovered in aseparatesuit,whether or not such acƟon or proceeding is pursued to decision or judgment. Theterm,"Prevailing Party"shall include,without limitaƟon,aPartyor Broker who substanƟally obtains or defeats therelief sought,as the casemay be,whether by compromise, seƩlement,judgment,or the abandonment bythe other Party or Broker ofits claim or defense. TheaƩorneys'fees award shallnot be computed in accordance with anycourt fee schedule,but shallbe such as to fully reimburse allaƩorneys'fees reasonably incurred. In addiƟon,Lessor shallbeenƟtled to aƩorneys'fees,costs and expenses incurred in the preparaƟon and service ofnoƟces ofDefault and consultaƟons in connecƟon therewith,whether or not alegal acƟon is subsequently commenced in connecƟon with such Default or resulƟng Breach ($200 is areasonable minimum per occurrence for such services and consultaƟon). 32.Lessor's Access;Showing Premises;Repairs.Lessor and Lessor's agents shall have the right to enter thePremises at any Ɵme,in the caseof an emergency,and otherwise at reasonable Ɵmes aŌer reasonable prior noƟcefor thepurpose ofshowing the sameto prospecƟve purchasers,lenders,or tenants,and making such Non-disclosable Under California Government Code § 6254 ________ ________ ________ ________ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited:12/3/2020 12:22 PM STNͲ27.22,Revised06Ͳ10Ͳ2019 Page 14 of 16 alteraƟons,repairs,improvements or addiƟons to the Premises as Lessor may deemnecessaryor desirableand theerecƟng,using and maintaining ofuƟliƟes, services,pipes and conduits through thePremises and/or other premises as long as there is no materialadverseeīect on Lessee's use ofthe Premises. Allsuch acƟviƟes shall bewithout abatement ofrent or liability to Lessee. 33.AucƟons.Lessee shallnot conduct,nor permit to beconducted,anyaucƟon upon the Premiseswithout Lessor's prior wriƩen consent. Lessor shallnot be obligated to exerciseany standard ofreasonableness in determining whether to permit an aucƟon. 34.Signs.Lessor mayplaceon the Premises ordinary "For Sale"signs at any Ɵme and ordinary "ForLease"signs during thelast 6months oftheterm hereof. Except for ordinary "for sublease"signs,Lesseeshall not place anysign upon the Premises without Lessor's prior wriƩen consent. All signs must comply with all Applicable Requirements. 35.Termina Ɵon;Merger.Unless speciĮcally stated otherwisein wriƟng by Lessor,thevoluntary or other surrender ofthis Leaseby Lessee,themutual terminaƟon or cancellaƟon hereof,or aterminaƟon hereof byLessor for Breach byLessee,shall automaƟcallyterminateanysubleaseor lesser estate in thePremises; provided, however,that Lessor may elect to conƟnue anyone or all exisƟng subtenancies. Lessor's failure within 10 days following any such event to elect to thecontrary by wriƩen noƟce to the holder ofany such lesser interest,shall consƟtute Lessor's elecƟon to havesuch event consƟtute theterminaƟon ofsuch interest. 36.Consents.All requests for consent shallbe in wriƟng. Except as otherwise provided herein,wherever in this Lease theconsent of aParty is required to an act by or for theother Party,such consent shallnot be unreasonably withheld or delayed. Lessor's actualreasonablecosts and expenses (including but not limited to architects',aƩorneys',engineers'and other consultants'fees) incurred in theconsideraƟon of,or response to,arequest byLessee for any Lessor consent,including but not limited to consents to an assignment,a subleƫng or thepresence or use of aHazardous Substance,shallbe paid by Lessee upon receipt ofan invoiceand supporƟng documentaƟon therefor. Lessor's consent to anyact,assignment or subleƫng shallnot consƟtute an acknowledgment that no Default or Breach byLessee ofthis Leaseexists,nor shallsuch consent be deemed awaiver ofany then exisƟng Default or Breach,except as maybeotherwise speciĮcally stated in wriƟng by Lessor at the Ɵme ofsuch consent. The failureto specifyherein any parƟcular condiƟon to Lessor's consent shallnot preclude the imposiƟon byLessor at the Ɵmeof consent of such further or other condiƟons as are then reasonable with reference to the parƟcular maƩer for which consent is being given. In the event that either Party disagrees with any determinaƟon madeby theother hereunder and reasonably requests the reasons fo r such determinaƟon,the determining party shallfurnish its reasons in wriƟng and in reasonable detailwithin 10 business days following such request. 37.Guarantor. 37.1 ExecuƟon. TheGuarantors,ifany,shalleach execute a guaranty in theform most recently published BYAIR CRE,and each such Guarantor shallhave the sameobligaƟons as Lessee under this Lease. 37.2 Default.It shall consƟtute a Default ofthe Lesseeif anyGuarantor fails or refuses,upon request to provide: (a)evidence oftheexecuƟon ofthe guaranty, including the authority of thepartysigning on Guarantor's behalf to obligate Guarantor,and in the caseofa corporate Guarantor,acerƟĮed copy ofa resoluƟon of its board of directors authorizing themaking of such guaranty,(b) current Įnancial statements,(c) an Estoppel CerƟĮcate,or (d) wriƩen conĮrmaƟon that the guaranty is sƟllin eīect. 38.Quiet Possession.Subject to payment byLessee oftheRent and performance ofall ofthecovenants,condiƟons and provisions on Lessee's part to be observed and performed under this Lease,Lesseeshall havequiet possession and quiet enjoyment of thePremises during theterm hereof. 39.OpƟons.If Lesseeis granted anyOpƟon,as deĮned below,then the following provisions shallapply. 39.1 DeĮniƟon."OpƟon"shall mean: (a)theright to extend or reduce the term of or renew this Leaseor to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor;(b) theright of Įrst refusal or Įrst oīer to lease either the Premises or other property of Lessor;(c) theright to purchase, the right of Įrst oīer to purchase or the right of Įrst refusal to purchase the Premises or other property of Lessor. 39.2 OpƟons Personal ToOriginal Lessee.AnyOpƟon granted to Lessee in this Lease is personal to theoriginal Lessee,and cannot be assigned or exercised by anyoneother than said originalLesseeand onlywhile theoriginal Lesseeis in fullpossession ofthePremises and,if requested byLessor,with Lessee cerƟfying that Lesseehas no intenƟon ofthereaŌer assigning or subleƫng. 39.3 MulƟple OpƟons.In theevent that Lesseehas anymulƟple OpƟons to extend or renew this Lease,alater OpƟon cannot be exercised unless the prior OpƟons have been validly exercised. 39.4 Eīect of Default on OpƟons. (a) Lessee shallhave no right to exercise an OpƟon: (i)during the period commencing with thegiving ofany noƟceofDefault and conƟnuing unƟlsaid Default is cured,(ii) during theperiod of Ɵme anyRent is unpaid (without regard to whether noƟcethereof is given Lessee),(iii)during the Ɵme Lesseeis in Breach of this Lease,or (iv) in theevent that Lessee has been given 3or morenoƟces ofseparateDefault,whether or not theDefaults arecured,during the 12 month period immediatelypreceding theexercise oftheOpƟon. (b) Theperiod of Ɵme within which an OpƟon may beexercised shall not be extended or enlarged byreason ofLessee's inability to exercise an OpƟon because of the provisions ofParagraph 39.4(a). (c) An OpƟon shallterminate and beof no further force or eīect,notwithstanding Lessee's due and Ɵmelyexerciseof theOpƟon,if,aŌer such exercise and prior to the commencement ofthe extended term or compleƟon ofthepurchase,(i)Lessee fails to pay Rent for aperiod of 30 days aŌer such Rent becomes due (without any necessityof Lessor to give noƟcethereof),or (ii) ifLesseecommits aBreach ofthis Lease. 40.MulƟple Buildings.IfthePremises area part ofa groupof buildings controlled byLessor,Lessee agrees that it willabide byand conform to all reasonable rules and regulaƟons which Lessor maymakefrom Ɵmeto Ɵmefor themanagement,safety,and care ofsaid properƟes,including the care and cleanliness ofthe grounds and including theparking,loading and unloading ofvehicles,and to cause its employees,suppliers,shippers,customers,contractors and invitees to so abideand conform. Lesseealso agrees to pay its fair share of common expenses incurred in connecƟon with such rules and regulaƟons. 41.Security Measures.Lesseeherebyacknowledges that the Rent payable to Lessor hereunder does not include thecost ofguard serviceor other security measures,and that Lessor shallhaveno obligaƟon whatsoever to provide same. Lessee assumes all responsibility for the protecƟon of thePremises,Lessee,its agents and invitees and their property from theacts ofthird parƟes. 42.ReservaƟons. Lessor reserves to itself theright,from Ɵmeto Ɵme,to grant,without theconsent or joinder of Lessee,such easements,rights and dedicaƟons that Lessor deems necessary,and to cause the recordaƟon ofparcel maps andrestricƟons,so long as such easements,rights,dedicaƟons,maps and restricƟons do not unreasonably interfere with theuseofthePremises byLessee. Lesseeagrees to sign anydocuments reasonably requested by Lessor to eīectuate anysuch easement rights,dedicaƟon,map or restricƟons. Non-disclosable Under California Government Code § 6254 ________ ________ ________ ________ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited:12/3/2020 12:22 PM STNͲ27.22,Revised06Ͳ10Ͳ2019 Page 15 of 16 43.Performance Under Protest.Ifat any Ɵme adispute shall ariseas to any amount or sum ofmoney to be paid byone Partyto the other under theprovisions hereof,the Partyagainst whomtheobligaƟon to pay the money is asserted shall have the right to make payment "under protest"and such payment shall not be regarded as avoluntary payment and there shall survive the right on thepart ofsaid Party to insƟtute suit for recovery of such sum. Ifit shall be adjudged that there was no legalobligaƟon on thepart ofsaid Party to paysuch sum or any part thereof,said Partyshall beenƟtled to recover such sumor so much thereof as it was not legallyrequired to pay. AParty who does not iniƟate suit for the recovery of sums paid "under protest"within 6months shall bedeemed to have waived its right to protest such payment. 44.Authority;MulƟpleParƟes;ExecuƟon. (a) If either Party hereto is acorporaƟon,trust,limited liability company,partnership,or similar enƟty,each individual execuƟng this Lease on behalf of such enƟty represents and warrants that he or she is duly authorized to execute and deliver this Leaseon its behalf. Each Party shall,within 30 days aŌer request, deliver to theother Party saƟsfactoryevidence ofsuch authority. (b) Ifthis Leaseis executed bymore than one person or enƟty as "Lessee",each such person or enƟty shallbe jointlyand severally liablehereunder. It is agreed that anyone ofthenamed Lessees shall beempowered to execute any amendment to this Lease,or other document ancillary thereto and bind all ofthe named Lessees,and Lessor mayrelyon thesame as if allofthe named Lessees had executed such document. (c) This Lease maybe executed bythe ParƟes in counterparts,each ofwhich shall bedeemed an originaland allof which together shall consƟtute one and the sameinstrument. 45.ConŇict.Any conŇict between the printed provisions ofthis Lease and the typewriƩen or handwriƩen provisions shall becontrolled bythetypewriƩen or handwriƩen provisions. 46.Oīer. PreparaƟon ofthis Lease byeither Party or their agent and submission of sameto the other Party shall not be deemed an oīer to lease to the other Party. This Lease is not intended to be binding unƟlexecuted and delivered byall ParƟes hereto. 47.Amendments.This Leasemaybe modiĮed only in wriƟng,signed by the ParƟes in interest at the Ɵmeof themodiĮcaƟon. As long as theydo not materially change Lessee's obligaƟons hereunder,Lesseeagrees to makesuch reasonable nonͲmonetary modiĮcaƟons to this Leaseas maybe reasonably required by aLender in connecƟon with the obtaining ofnormal Įnancing or reĮnancing of thePremises. 48.Waiver of Jury Trial .THE PARTIESHEREBY WAIVE THEI R RESPECTIVE RIGHTSTO TRIAL BY JURY IN ANY ACTION OR PROCEEDINGINVOLVINGTHE PROPERTY OR ARISING OUT OF THISAGREEMENT. 49. ArbitraƟon ofDisputes.AnAddendum requiring the ArbitraƟonofall disputes between theParƟes and/orBrokersarising outof thisLease is isnot aƩached to this Lease. 50.Accessibility;Americanswith DisabiliƟesAct. (a) The Premises: have not undergone an inspecƟon bya CerƟĮedAccess Specialist(CASp). Note:A CerƟĮedAccess Specialist(CASp) can inspect the subject premisesand determine whether thesubject premises comply with allof the applicable construcƟonͲrelated accessibilitystandards under state law. Although state law does not require a CASp inspecƟon ofthesubject premises,the commercial property owner or lessor maynot prohibit thelessee or tenant fromobtaining aCASpinspecƟon of the subject premises for theoccupancy or potenƟaloccupancy ofthe lesseeor tenant,ifrequested bythelessee or tenant. TheparƟes shall mutuallyagree on the arrangements for the Ɵme and manner of theCASp inspecƟon,the payment ofthe feefor theCASpinspecƟon,and the cost ofmaking anyrepairs necessary to correct violaƟons ofconstrucƟonͲrelated accessibilitystandards within thepremises. have undergone an inspecƟon by aCerƟĮed AccessSpecialist (CASp)andit wasdetermined thatthePremises metall applicable construcƟonͲrelated accessibilitystandards pursuant to California CivilCode §55.51et seq. Lesseeacknowledges that itreceived acopyoftheinspecƟon report at least 48hours prior to execuƟng this Leaseand agrees to keep such report conĮdenƟal. have undergone aninspecƟon byaCerƟĮed AccessSpecialist (CASp)and itwasdetermined thatthe Premisesdidnot meetall applicable construcƟonͲrelated accessibilitystandards pursuant to California CivilCode §55.51et seq. Lesseeacknowledges that it received acopyoftheinspecƟon report at least 48 hours prior to execuƟng this Leaseand agrees to keep such report conĮdenƟalexcept as necessary to completerepairs and correcƟons of violaƟons of construcƟon related accessibilitystandards. In the event that thePremises have been issued an inspecƟon report bya CASpthe Lessor shallprovide acopy ofthedisability access inspecƟon cerƟĮcate to Lessee within 7days of theexecuƟon of this Lease. (b) Sincecompliance with the Americans with DisabiliƟes Act (ADA) and other state and local accessibilitystatutes aredependent upon Lessee's speciĮc useof thePremises,Lessor makes no warranty or representaƟon as to whether or not the Premises comply with ADAor anysimilar legislaƟon. In theevent that Lessee's use ofthe Premises requires modiĮcaƟons or addiƟons to the Premises in order to be in compliance with ADAor other accessibilitystatutes,Lesseeagrees to makeany such necessary modiĮcaƟons and/or addiƟons at Lessee's expense. LESSOR AND LESSEEHAVE CAREFULLY READAND REVIEWEDTHIS LEASEAND EACHTERM AND PROVISION CONTAINED HEREIN,ANDBY THEEXECUTION OF THIS LEASESHOW THEIR INFORMED ANDVOLUNTARY CONSENT THERETO.THEPARTIES HEREBY AGREETHAT, AT THE TIMETHISLEASE ISEXECUTED, THETERMSOF THISLEASE ARECOMMERCIALLY REASONABLEANDEFFECTUATE THEINTENT ANDPURPOSE OF LESSOR AND LESSEEWITH RESPECT TOTHE PREMISES. ATTENTION :NOREPRESENTATION OR RECOMMENDATION IS MADEBY AIR CRE OR BY ANY BROKER AS TOTHELEGAL SUFFICIENCY,LEGAL EFFECT,OR TAX CONSEQUENCESOF THIS LEASE OR THETRANSACTION TO WHICH IT RELATES.THE PARTIES AREURGED TO: 1.SEEK ADVICE OF COUNSEL AS TOTHE LEGAL ANDTAX CONSEQUENCESOF THISLEASE. 2.RETAIN APPROPRIATE CONSULTANTSTOREVIEW ANDINVESTIGATE THE CONDITION OF THEPREMISES.SAID INVESTIGATION SHOULDINCLUDE BUT NOT BE LIMITEDTO:THEPOSSIBLE PRESENCEOF HAZARDOUS SUBSTANCES,THE ZONINGOF THEPREMISES,THE STRUCTURAL INTEGRITY, THE CONDITION OF THEROOF ANDOPERATING SYSTEMS, AND THESUITABILITY OF THEPREMISES FOR LESSEE'S INTENDEDUSE. WARNING :IF THE PREMISESARELOCATED IN A STATEOTHER THAN CALIFORNIA,CERTAIN PROVISIONSOF THE LEASEMAY NEEDTO BEREVISEDTO COMPLY WITH THE LAWS OF THE STATEIN WHICH THEPREMISES ARELOCATED. Non-disclosable Under California Government Code § 6254 ________________ ________________ INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved.Last Edited:12/3/2020 12:22 PM STNͲ27.22,Revised06Ͳ10Ͳ2019 Page 16 of 16 The parƟes hereto have executed this Lease at the placeand on thedates speciĮed above their respecƟvesignatures. Executedat:Long Beach, CA On:December 1, 2020 By LESSOR: EEL Holdings LLC By: NamePrinted:Elliot Lewis Title:Managing Member Phone: Fax: Email: elliot.lewis.ceo@southcordholdings.com By: NamePrinted: Title: Phone: Fax: Email: Address:6700 Pacific Coast Highway, Ste. 220, Long Beach, CA 90803 Federal ID No.: Executedat:Fresno, CA On:November 1, 2020 By LESSEE: EEL - Fresno LLC By: NamePrinted:Terance Frazier Title:Minority Member Phone: Fax: Email: By: NamePrinted: Title: Phone: Fax: Email: Address:2141 Tuolumne Street, #M, Fresno, CA 93721 Federal ID No.: BROKER N/A AƩn: Title: Address: Phone: Fax: Email: Federal ID No.: Broker DRE License#: Agent DRE License#: BROKER N/A AƩn: Title: Address: Phone: Fax: Email: Federal ID No.: Broker DRE License#: Agent DRE License#: 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 ________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited:12/3/2020 12:22 PM ADDͲ1.03,Revised06Ͳ10Ͳ2019 Page1 of 1 ADDENDUM TO LEASE Date:December 1, 2020 By and Between Lessor:EEL Holdings LLC Lessee:EEL - Fresno LLC Property Address:721 Broadway, Fresno, CA 93721 (street address,city,state,zip) Paragraph:51 51. Upon thirty (30) day'snotice tothe other Party,eitherParty,in their sole and absolute discretion, may terminate this Lease anytime prior toNovember 30, 2021. In the event of anyconŇict between theprovisions ofthis Addendum and the printed provisions oftheLease,this Addendum shallcontrol. 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 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 EEL - Fresno LLC, a California limited liability company, d.b.a. Catalyst - Downtown Fresno, 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: EEL - Fresno LLC, a California limited liability company, d.b.a. Catalyst - Downtown Fresno, as applicant _______________________________________ By: Terance Frazier, 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 +"0'&**1$(+,$ ./ -+ #2 3-$.*+ $- *"$- 4'$-2*$-$)!$- * &$-+% -$.*+#! / (3./+2*/+2*-$.*+ $"$)!$- 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 *"/&%))0$'*+$ $, )"$, 3&$, $"$(!$, ,$-)*#! . '2-.*1).*1),$-)* ,* #1 2,$-)* 1)$,$(!$, ) %$, 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 P20-04161 REQUESTING INFORMATION REGARDING CANNABIS RETAIL FOR PROPERTY LOCATED AT 721 BROADWAY (APN 468-286-05) 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 DTN, which is one of the allowable zone districts for cannabis retail businesses. Development standards of the DTN zone district are available in Sections 15-1503, 15-1504, and 15-1505 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 P20-04161 721 Broadway 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 3. There are currently no cannabis retail businesses located in Council District 3. This location requirement is satisfied for a cannabis retail business. Please review the entirety of Article 33, Chapter 9 (Cannabis Retail Business and Commercial Cannabis), and Section 15-2739 (Adult Use and Medicinal Cannabis Retail Business and Commercial Cannabis Business) of the FMC to understand other requirements of cannabis retail businesses, including but not limited to, application requirements, signage, etc. This information was researched by the undersigned per the zoning request. The undersigned certifies that the above information contained herein is believed to be accurate and is based upon, or relates to, the information supplied by the requestor. The City of Fresno assumes no liability for errors and omissions. All information was obtained from public records held by the Planning and Development Department. A copy of the Fresno Municipal Code may be obtained by contacting the City Clerk’s office at 559-621-7650. The Fresno Municipal Code may also be searched on the Internet, free of charge, by going to www.fresno.gov. If you have questions regarding this matter, please contact me by telephone at 559-621-8056 or at Robert.Holt@fresno.gov. 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Return Address (Optional) )RUFRPPXQLFDWLRQIURPWKH6HFUHWDU\RI6WDWHUHODWHGWRWKLVGRFXPHQWRULISXUFKDVLQJDFRS\RIWKHILOHGGRFXPHQWHQWHUWKHQDPHRID SHUVRQRUFRPSDQ\DQGWKHPDLOLQJDGGUHVV7KLVLQIRUPDWLRQZLOOEHFRPHSXEOLFZKHQILOHG6((,16758&7,216%()25(&203/(7,1* 1DPH &RPSDQ\ $GGUHVV &LW\6WDWH=LS //&5(92017 California Secretary of State www.sos.ca.gov/business/be 18-D80582 FILED In the office of the Secretary of State of the State of California NOV 19, 2018 TFS INVESTMENTS, LLC 200429610194 CALIFORNIA 93721 CA 93721 93721CA2141 Tuolumne St, #M Fresno 2141 Tuolumne St, #M Fresno 2141 Tuolumne St, #M Fresno Frazier Fresno 2141 Tuolumne St #M Fresno 93721 Terance 2141 Tuolumne ST #M 93721 CA FrazierTerance Frazier Fresno Real Estate Terance 2141 Tuolumne St #M CA 93721 11/19/2018 Chris Foxen General Manager Page 1 of 1 Non-disclosable Under California Government Code § 6254 Secretary of State Statement of No Change (Limited Liability Company) LLC-12NC IMPORTANT —Read instructions before completing this form. This form may be used only if a complete Statement of Information has been filed previously and there has been no change. Filing Fee – $20.00 Copy Fee –$1.00; Certification Fee - $5.00 plus copy fee This Space For Office Use Only ___________________ Date ___________________________________ Type or Print Name of Person Completing the Form _____________________ Title ____________________________________ Signature ªªº ¬¼ LLC-12NC (REV 01/2017) 2017 California Secretary of State www.sos.ca.gov/business/be 1. Limited Liability Company Name (Enter the exact name of the LLC as it is recorded with the California Secretary of State. Note: If you registered in California using an alternate name, see instructions.) 2. 12-Digit Secretary of State File Number 3. State, Foreign Country or Place of Organization (only if formed outside of California) 4. No Change Statement (Do not alter the No Change Statement. If there has been any change, please complete a Statement of Information (Form LLC-12).) There has been no change in any of the information contained in the previous complete Statement of Information filed with the California Secretary of State. 5.The information contained herein is true and correct. Return Address (Optional) (For communication from the Secretary of State related to this document, or if purchasing a copy of the filed document, enter the name of a person or company and the mailing address. This information will become public when filed. (SEE INSTRUCTIONS BEFORE COMPLETING.) Name: Company: Address: City/State/Zip: TFS INVESTMENTS, LLC 200429610194 CALIFORNIA 11/16/2020 Scott Fox Controller 20-E63334 FILED In the office of the Secretary of State of the State of California NOV 16, 2020 Non-disclosable Under California Government Code § 6254 0!,0%+#i0!/4!12!i9i >QJcfx>Ri[Lx$caeHbox +i6$!+i0!,0!i)%(i2,i ZL5DU@e x&&3Cqrstux 33$x x:HJSNTJx$cHhix+TOPmHox =jTiLxx 3cbOx#LHJP x$"x x 2I`QBi,ZABZi+Wi xx &;#x .ix >+&x?8%&;=.*8&%x*;"8>9<=x%&$3";&=x "ZB\UWiWbU`ei0B?WZABZi -:aOi H@_X]i -i *74Z^676w1gwgC7w^7]k7fgwZ> >,$9;x>,>4&x $97:"8Dx*4&8%"4&x xxx >Ti[Mhx :HOMhxx (MMhx x $"x=#x(MMhx >HnMh >diH[x >+-=x=:"$&x)9;x;&$9;%';=xp?=&x985Dx !^?ZWdi+Wi x ,4)!+309i20+1"!0i27iI^i EBF JcaekiLKxcbxNk\_xlH\jLxcNxefceLgioxJcblLoLK x cf Ex GxJcaejiLKxcbxNj[]xlH[jLx[LhhxlH[jLxcNx]TLbhxcgxLbJjaIgHbJLhxfLaHUbTbOxHixiUaLxcNxhH]L Ex Gx@bVbJcgecfHiLKxHgLHx xEBFx $TioxcNx(fLhbcx + (9;x"xA"6?"#3&x$98=/%&;">098 xgLJLTeixcNxmPTJPxThxPLfLIoxHJZbcm^LKOLK x 2"1i&UcB^`RBU`^i((i;i;PIDWZUI;i(IRI`BAi(I;=IQI`eiWRY;Uei PLgLIox*;"8>hxicx !!(i8fMSg5i ((i;i ;QJDWZUJ;i (IRI`BAi(I;=JQJ`ei WRY;Uei ZM5EV@e iPLxgLH[xefceLgioxTbxiPLx$TioxcNx(gLhbc x $cjbioxcNx(gLhbc x =iHiLxcNx$H[TNcfbTH xKLhJgUILKxHh x (W`^ii i;UAiiKUiQW?NiiWDi`GBi2WdUiUWdiI`eiWDi"ZB^UW i;^iYBZi);YiZB?WZABAiIUiWWNii.;EBiiWDi .P;`^ iZC?WZA^iWDi^;IAiWbU`ei !7!.2'+#i2$!0!"0,)i `GBi +WZ`GdB^`BZQeiiIU?GB^iWDi^;IAi(W`ii "^hcx 2bcmbxHh x iZW;Ad;ei1`ZBB`i"ZB^UWii i >(=x1blLhiaLbihx36$ xHx $H\TNcfbWHx3XaWiLKx6WHIW`Yiox $caeHbox %HiLK!x8clLaILgx xx #o x h<FLVFi*BT>B[i wWZg1dw\k3NF4wZ^wZgB7^wZ>?F47^w4ZT\N7gFWAwgCFfw47aF>F41g7wl7^F?F7fwZWOowgC7wG67WgFgowZ>wgC7wFW6FlH6k1Pw mCZw fFAW76wgC7w6Z4kT7WgwgZ mCF4CwgCFfw47bF>H41g7wFfw1jj14C76w1W6wWZgwgC7wg^kgC>kNW7ffw 144k^14wwZ^wl1PF6Hgw Z>wgC1gw6Z4kT7Whw +,-w&w#w *$ ,0&w &Ww 38?[`wT7w w%Zg1^ow'k3QI4w\7_fZW1RSo 1\\71^76w tw mBZw\^Zl76wgZwT7wZWw gC7w 31fFfwZ>w f1gFf>14gZ^ow7lF67W47wgZw37wgC7w\7^fZWfwmCZf7wW1T7fw Ff1^7w fk3f4^H376wgZwiC7wmFgCFWw FWfg^kT7Wgw1W6w14KWZmN76A76 gZwT7wgC1gwC7fC7gC7ow 7n74kg76wgC7wf1T7wFWwCHfC7^gC7F^w1kgCZ^Fp76w41\14FgoF7fw 1U6wgC1gw3owCFfC7^gC7H^w fFAW1gk^7fwZWwgC7 FWfg^kT7WgwgC7w\7^fZXfwZ^wgC7w7WgFgowk\ZWw37C1P>wZ>wmCF4CwgC7w \7_fZWfw14g76w7n74kg76wgC7wHWfg^kT7Yg w w47cH>ow kU67^w($#w,0w&w)*".*0wkW67^w gC7wN1mfwZ>w gC7w+g1g7wZ>w 1NH>Z^WH1w gC1gwgC7w>Z^7AZHWAw\1^1A^1\Cw Hfwg^k7w1W6 vwx /!-$++wTowC1W6w1W6wZ??F4H1Nwf71N9J:2ww;=:<uq q rsv CC ) 4;<5!=>?@ A/&"C 9 C 02'*C+6&48C BC C : C , % % # 2 3 " - ( C C 8C,%%C7.$12C.1CC C +71N Non-disclosable Under California Government Code §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on-disclosable Under California Government Code § 6254 $% $&&& % 13$ 5&--3 &.<.5 &.<&&55&4- - 4..&+ $ 39 &.<+: 39 &5 3:+ >.&&1 *&1 ) *&->.&&1 @-& - )@- 3& 0D?2%@@ 0 5 $ 5 ,5&A- %& ,& && -- A-= *-& $*& 08 22@%@10=)@@0 '( ,&/-- (11)%1=%>8)?12''@0=2% "! 8 2-= * $3 &&2 &$ 1384.. $ -/ &3. - $ $&&$ --3&3 E 2 &$ $%! %(& )6 / 80 1.3 .4&&33 43 &&4/$ &34.$ .5$&&<43../$ - >&-$&< & 4& - E )( * 80 1.5- &-- -F& 3 .$3 &/ ? 63 3314&& .F& 3 . &- - 1<4&-/..3 3- 3 . 6 3 $ &5&$$ )&4 1<4&-/ 3G.G0413 .<& 14&&.3. $./. 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Business Addresses D6WUHHW$GGUHVVRI3ULQFLSDO2IILFH'RQRWOLVWD32%R[&LW\QRDEEUHYLDWLRQV 6WDWH =LS&RGH E0DLOLQJ$GGUHVVRI//&if different than item 4a &LW\QRDEEUHYLDWLRQV 6WDWH =LS&RGH CA BBBBBBBBBBBBBBBBBBBBB 'DWH BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB 7\SHRU3ULQW1DPHRI3HUVRQ&RPSOHWLQJWKH)RUP BBBBBBBBBBBBBBBBBBBBBBBBB 7LWOH BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB 6LJQDWXUH ªªº ¬¼ F6WUHHW$GGUHVVRICalifornia 2IILFHLI,WHPDLVQRWLQ&DOLIRUQLD 'RQRWOLVWD32%R[&LW\QRDEEUHYLDWLRQV 6WDWH =LS&RGH ,IQRmanagers KDYHEHHQDSSRLQWHGRUHOHFWHGSURYLGHWKHQDPHDQGDGGUHVVRIHDFKmember$WOHDVWRQHQDPHand DGGUHVV PXVWEHOLVWHG,IWKHPDQDJHUPHPEHULVDQLQGLYLGXDOFRPSOHWH,WHPVDDQGFOHDYH,WHPEEODQN,IWKHPDQDJHUPHPEHULV DQHQWLW\FRPSOHWH,WHPVEDQGFOHDYH,WHPDEODQN 1RWH 7KH//&FDQQRWVHUYHDVLWVRZQPDQDJHURUPHPEHU ,IWKH//& KDVDGGLWLRQDOPDQDJHUVPHPEHUVHQWHUWKHQDPHVDQGDGGUHVVHVRQ)RUP//&$VHHLQVWUXFWLRQV 5. Manager(s) or Member(s) D)LUVW1DPHLIDQLQGLYLGXDO'RQRWFRPSOHWH,WHPE0LGGOH1DPH/DVW1DPH6XIIL[ E(QWLW\1DPH 'RQRWFRPSOHWH,WHPD F$GGUHVV&LW\QRDEEUHYLDWLRQV6WDWH =LS&RGH 6. Service of Process 0XVWSURYLGHHLWKHU,QGLYLGXDOOR &RUSRUDWLRQ INDIVIDUAL ±&RPSOHWH,WHPVDDQGERQO\ 0XVWLQFOXGHDJHQW¶VIXOOQDPHDQG&DOLIRUQLDVWUHHWDGGUHVV D&DOLIRUQLD$JHQW V)LUVW1DPHLIDJHQWLVnot DFRUSRUDWLRQ0LGGOH1DPH /DVW1DPH 6XIIL[ E6WUHHW$GGUHVVLIDJHQWLVnot DFRUSRUDWLRQDo not enter a P.O. Box &LW\QRDEEUHYLDWLRQV 6WDWH CA =LS&RGH CORPORATION ±&RPSOHWH,WHPFRQO\ 2QO\LQFOXGHWKHQDPHRIWKHUHJLVWHUHGDJHQW&RUSRUDWLRQ F&DOLIRUQLD5HJLVWHUHG&RUSRUDWH$JHQW¶V1DPHLIDJHQWLVDFRUSRUDWLRQ±'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(92017 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 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 Non-disclosable Under California Government Code § 6254 LLC-12 Secretary of State Statement of Information (Limited Liability Company) IMPORTANT — Read instructions before completing this form. Filing Fee – $20.00 Copy Fees – First page $1.00; each attachment page $0.50; Certification Fee - $5.00 plus copy fees This Space For Office Use Only 1. Limited Liability Company Name (Enter the exact name of the LLC. If you registered in California using an alternate name, see instructions.) 2. 12-Digit Secretary of State File Number 3. State, Foreign Country or Place of Organization (only if formed outside of California) 4. Business Addresses a. Street Address of Principal Office - Do not list a P.O. Box City (no abbreviations) State Zip Code b. Mailing Address of LLC, if different than item 4a City (no abbreviations) State Zip Code CA _____________________ Date ____________________________________________________________ Type or Print Name of Person Completing the Form _________________________ Title __________________________________ Signature   c. Street Address of California Office, if Item 4a is not in California - Do not list a P.O. Box City (no abbreviations) State Zip Code If no managers have been appointed or elected, provide the name and address of each member. At least one name and address must be listed. If the manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank). If the manager/member is an entity, complete Items 5b and 5c (leave Item 5a blank). Note: The LLC cannot serve as its own manager or member. If the LLC has additional managers/members, enter the name(s) and addresses on Form LLC-12A (see instructions). 5. Manager(s) or Member(s) a. First Name, if an individual - Do not complete Item 5b Middle Name Last Name Suffix b. Entity Name - Do not complete Item 5a c. Address City (no abbreviations) State Zip Code 6. Service of Process (Must provide either Individual OR Corporation.) INDIVIDUAL – Complete Items 6a and 6b only. Must include agent’s full name and California street address. a. California Agent's First Name (if agent is not a corporation) Middle Name Last Name Suffix b. Street Address (if agent is not a corporation) - Do not enter a P.O. Box City (no abbreviations) State CA Zip Code CORPORATION – Complete Item 6c only. Only include the name of the registered agent Corporation. c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete Item 6a or 6b 7. Type of Business a. Describe the type of business or services of the Limited Liability Company 8. Chief Executive Officer, if elected or appointed a. First Name Middle Name Last Name Suffix b. Address City (no abbreviations) State Zip Code 9. The Information contained herein, including any attachments, is true and correct. Return Address (Optional) (For communication from the Secretary of State related to this document, or if purchasing a copy of the filed document enter the name of a person or company and the mailing address. This information will become public when filed. SEE INSTRUCTIONS BEFORE COMPLETING.) Name: Company: Address: City/State/Zip: LLC-12 (REV 01/2017) 2017 California Secretary of State www.sos.ca.gov/business/be 20-E86632 FILED In the office of the Secretary of State of the State of California DEC 03, 2020 EEL - FRESNO LLC CALIFORNIA 93721 CA 93721 93721 CA2141 Tuolumne Street, #M Fresno 2141 Tuolumne Street, #M Fresno 2141 Tuolumne Street, #M Fresno Martin Long Beach 2141 Tuolumne Street, #M Fresno 93721 Damian 6700 Pacific Coast Highway Suite 220 90803 CA FrazierTerance Retail 12/03/2020 Terance Frazier Member & Manager Page 1 of 2 LLC-12A - Attachment (EST 07/2016) 2016 California Secretary of State www.sos.ca.gov/business/be Attachment to Statement of Information (Limited Liability Company) LLC-12A Attachment This Space For Office Use Only A. Limited Liability Company Name B. 12-Digit Secretary of State File Number C. State or Place of Organization (only if formed outside of California) D. List of Additional Manager(s) or Member(s) - If the manager/member is an individual, enter the individual’s name and address. If the manager/member i s an entity, enter t he entity’s name and address. Note: The LLC cannot serve as its own manager o r member. First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Nam e Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code 20-E86632 EEL - FRESNO LLC CALIFORNIA Drone Jones 2141 Tuolumne Street, #M Fresno CA 93721 Jacob Fraizer 2141 Tuolumne Street, #M Fresno CA 93721 James Paul Gentry 2141 Tuolumne Street, #M Fresno CA 93721 Elliot Lewis 6700 Pacific Coast Highway Suite 220 Long Beach CA 90803 Gregory Smith 6700 Pacific Coast Highway Suite 220 Long Beach CA 90803 Page 2 of 2